Naruto & the XMen: Second Class
by EroSlackerMicha
Summary: Taken from Konoha, Naruto is part of Xavier's second class of X-men.  Follow Naruto and the second class as they find their way in a world filled with danger.
1. Chapter 1

**Naruto & the X-Men Second Class**

Disclaimer: I don't own Naruto or any of the X-men. Nor am I making money off of this.

**AN:** While some of this is from my previous story Prince of Thieves, it will veer off differently. I used Gambit and some things from X-Men Origins: Wolverine, and X-Men First Class. This takes place before X-Men, and Naruto will be part of the New Mutants in the Second Class. I know that its out of order, but this is FANFICTION. And I won't go into my rant again. Enjoy or not.

Chapter 1

"KILL THE DEMON!"

Five-year-old Naruto Uzumaki was cornered. The mob had chased him and more people joined in as time passed. He made a turn and ended up in a dead end. His back was against the wall and he couldn't run any more.

"Ready to pay for your sins monster?" A woman with pink hair snarled holding a butcher knife. The gathered civilians had finally cornered the monster and there were no ninja of the village around this time to stop them.

"P-please d-don't. I-I d-d-didn't d-do an-anything to y-you." Naruto pleaded.

"LIAR!" The pink haired woman snarled. "YOU KILLED MY HUSBAND DEMON!" She slashed down and Naruto screamed in pain. Soon he was being kicked and punched along with being stabbed by numerous people, none of them showing him mercy.

"KILL THE KYUUBI!" Someone yelled from the back of the mob.

Remy Lebeau walked the rooftops of Konoha. The world hidden beneath their own reminded the young mutant of ancient Japan in so many ways, but they had computers, and other things.

The Professor had asked him to check out a reading he'd gotten off Cerebro and with the others off on missions or in the middle of school, the former thief was given the task.

Remy, known to many as Gambit; shook his head at the thought of it being a year after he had met Wolverine and then the Professor had contacted him. And while Gambit wouldn't join he had agreed to look out for young mutants for the Professor.

Hearing yelling he slipped across the rooftops and paused seeing a large crowd of civilians in the alley. He was wondering what they were doing and heard their yells of "Kill the Demon!" And the last one of "KILL THE KYUUBI!"

Gambit wasn't going to get involved in a demon hunt; he'd seen them before in some of his travels. But it was when the crowd pulled back, he swore in both French and English at seeing a five-year-old boy lying on the ground, covered in blood.

Anger rolled over him. He remembered his time in New Orleans when several people thought he was a demon due to his eyes. His mother later explained he was a mutant, but the pain he'd suffered and now the blond child was being attacked as well.

Pulling out several cards with one hand and his telescoping quarterstaff with the other he dropped into the alley forcing several people back.

"BACK OFF!" The Cajun X-Man snarled, the cards in his hand charged with explosive energy were held behind him while he held his staff between him and the others in a defensive position with his left hand.

"He's a demon." One civilian said.

"He's a boy." Gambit said in flawless Japanese. He'd traveled the world quite a bit in his youth and he learned the languages. A good thief knew how to blend in after all, but right now Gambit was not blending in, he was pissed off.

"The we'll kill you as well Gaijin." A civilian said hoisting up a club.

Before they could attack, Gambit launched his cards, only at the ground and they exploded knocking the people back.

The explosion forced them back and it also brought several ninja, Chunin and Jonin onto the scene.

But the one that really backed the crowd up was the arrival of the Hokage and a squad of ANBU.

"ANBU, arrest the crowd." Hiruzen Sarutobi the Sandaime Hokage said. He turned and saw the stranger kneeling next to Naruto and was talking softly to him.

"Thank you stranger for saving Naruto…" the third Hokage began, but was interrupted by a pissed of mutant.

"You the leader of this village?" Gambit asked, cutting the older man off.

"I am the Third Hokage…"

"I'm taking the boy with me." Gambit said. The meter on his wrist was indicating that portal was about to pull him back. The boy was the one he'd been looking for if the pocket scanner was right.

"I'm afraid you can't do that." Sarutobi said.

Gambit stood cradling the boy in his arms. "What your afraid of mon ami is not my concern. I tell you what. When do you allow graduates to become ninja in your village?"

Sarutobi thought about it and saw where the man was going. "When they are sixteen they get a Genin exam from the academy…" it used to be less, but the civilian council had pushed the age limit since it was "Peace time" and many civilian children used the extra time to get better results.

"Then I will have him back in time for it." Gambit said knowing that he had no intention of keeping that promise his intent was to get the child away from this place and to the waiting Professor Xavier who would deal with the drama.

_A place that abuses children does not deserve for me to keep my word._ The Cajun thought.

Sarutobi for some reason trusted this red-eyed man. He saw the way he put himself between Naruto and the crowd and was holding him now. A part of him wanted to deny this man anything and order the Chunin and Jonin to attack and get the boy back, but he knew it could result in the boy being hurt further or his death. It hurt the Hokage that he couldn't trust everyone in the village with the boy's safety and those he did trust were busy with duties.

"Can you follow me to my office. I will give you scrolls and things he will need to learn before he can pass the academy."

Gambit thought about it. He checked the meter on his wrist and saw he had an hour. Nodding his head, he followed the old man, the boy in his arms unconscious. _He could use the skills, even if he never returns._ Gambit thought.

Sarutobi as he led the Gaijin towards the tower sent a Chunin ahead to get his personal doctor and have the man meet them in his office unaware of the other mans thoughts.

Once at the tower, Sarutobi waited while the Gaijin put Naruto on the couch and dug out numerous scrolls. He paused, looking at the forbidden scroll, then copied two techniques off it, his gut was telling him Naruto would be able to handle them.

"Now then stranger…"

"You can call me Gambit."

"Very well Gambit-san. There is something you will need to know about Naruto…"

"He holds the Kyuubi in him." Gambit said cutting him off again. The Hokage had a shocked look.

"De fools were shoutin' it as they beat the boy." Remy said giving the Hokage a look that told the older man what he thought about that.

"They will be dealt with, I promise you." The Hokage promised.

Gambit waved it off and picked up the scrolls, slipping them into hidden pockets in his trench coat.

"I would prefer you not tell him…"

Gambit snorted. "An' let him not know why dey out der tryin' ta kill 'im?" Gambit said, his accent kicking in as was his anger.

"Non. 'sides De Professor will be helpin' him learn about his abilities." Gambit offered no more and watched as the doctor worked on the boy. Gambit saw wounds healing and thought of a certain grouchy Canadian he had met not to long ago.

"I want you to understand, I tried to do the best for Naruto…"

Gambit looked at the old man. "Dey have a sayin'. De road ta hell is paved with good intentions."

Gambit looked at the boy and saw he was coming around.

"Aw, man…not again."

"Naruto." The Hokage said stepping into the boy's field of vision.

"Hey Ojii-san. Had a slight…accident." Naruto said and saw the scowl.

"I know what happened Naruto." Hiruzen said.

The boy sighed and lowered his eyes. He looked up again and saw the man he'd seen before he passed out.

"Hey…you got funny eyes." The five year old said and Gambit laughed.

"Non, I prefer to think exotic." Gambit said.

"Naruto, listen to me. Gambit here is going to be taking you with him on a…journey." The Hokage paused and tried to think on how to explain it to the five year old.

"A trip?" the boy asked.

"Yes, a training trip. Away from Konoha." The Third said. "Its for your own safety. The last two years alone have seen you nearly killed more than an on duty ninja."

Naruto thought about it. "Do you trust him Ojii-san?" Naruto asked.

Sarutobi paused. He wanted to say no, but this Gambit had saved Naruto and was willing to look after him, and it would be out of the council's control.

"Yes." The Sandaime Hokage said finally.

Naruto nodded and then looked at Gambit. "Then I trust you Gambit-san."

The Cajun Thief smiled. There was something about the blond boy that made him think of himself when he was younger. "I promise to protect you Naruto an' take you to a place where you will be safe and no one will treat you different." Gambit said solemnly, his red on black eyes staring into the blue eyes of the five year old boy who he knew was going to change not only things here in his world, but he just had a feeling that Naruto was going to make a big impact at the Institute.

_Just wait till the femmes see you. You might forget to walk._ Gambit thought of all the females back at the Institute who would hug this boy, and then a sliver of envy hit him before he shrugged it off and ignored the thought of moving into the Institute. _Granted most of them are only teenagers, but the kid is cute._ Gambit thought and mentally shook his head. His plans were to get the kid to Xavier and he had another job lined up for a man named Essex.

"I have given Gambit here scrolls of things you will need to learn, along with some special jutsu's I think you'll be able to handle. There are workouts for physical and chakra skills as well." Sarutobi was telling Naruto when Gambit left his thoughts.

The blond was up and hugged the older man. "I'll miss you Ojii-san. You were the only one who cared."

Sarutobi closed his eyes as he hugged the boy back. He cursed the idiots in the village that couldn't see Naruto for what he really was, their savior. It was this reason he was giving him to this Gaijin. He knew deep in his old bones that the boy would be protected and well cared for. There was something about the man that the old Hokage just knew that if any harm befell Naruto under his eyes, there would be hell to pay.

Gambit didn't need to be a telepath like the Professor to know what the older man was thinking. He just nodded his head and smiled.

Sarutobi patted the boy on the head. "You be good for Gambit. Become strong. And remember, no matter what I will be proud of you. I see you as my grandson…"

The Third Hokage grunted as Naruto dived in and hugged him again. He smiled down at the blond. _Be well Naruto. Stay safe. Become strong. And I hope to tell you about your father and mother someday._ Sarutobi thought as he held onto the young boy unaware he wouldn't see again.

Gambit and Naruto left the village under the cover of night. The brown haired thief leading Naruto away from the only home he'd known, their pace slow and steady, Gambit shortening his stride to allow Naruto to keep pace.

"Are you ready mon ami?" Gambit asked as they were in a clearing in the forest.

"Gambit-sama…"

"You can call me Remy when we jus' us or at the Institute or jus' Gambit." He said.

"Remy." Naruto said the name getting him to face him. "What are we going to do?"

"When we get there they will be teachin' you English, and other languages as well as other schooling. The Professor will explain it better once we get there."

Naruto looked at him. "Where are we going?"

"The Xavier Institute for the Gifted." Remy said with a smile. The wristwatch beeped and a portal opened. "Welcome to a whole new world Naruto." Gambit said. He lifted the blond and stepped thru.

Professor Charles Xavier sat in his wheelchair and looked on as Hank McCoy hurried around the lab. The machine Hank had created was a prototype and it sparked and emitted smoke in protest at the task it was performing.

Hank McCoy, the Beast moved around the lap, using his feet to swing across pipes situated in the ceiling.

"Its time." Charles said.

"I know." Hank said as he rushed. "I just hope the grid holds." He muttered. Gambit had volunteered to check out the portal and while some of the other residents had been nervous, Charles had trusted the man, something about a mutual friend.

Charles school was filled with children, many of whom had been traumatized by William Stryker and his Weapon X facility.

Hank still remembered when Charles with Sean had returned with the helicopter full of kids.

Shaking his head at that memory his mind went to the young man who was in the infirmary, that Alex had taken one look at and taken off promising to return in a week.

Turning several dials he checked the readout. "One minute." He called out as the machines hum became louder and the platform became active as lightening shot from the transformers, crisscrossing in the air.

Charles squinted as the portal began to form and the machine sparked.

"Hank! We're losing them." Charles called.

Hank said nothing as he bound around the room, making adjustments and shaking his head. The electricity in the air had his fur standing on end.

There were times he missed his old appearance. _Like shower time. When was the last time I took a bath or shower and had to spend an hour unclogging the drain?_

Pulled from his thoughts he watched as the portal stabilized with a flash and he squinted his yellow eyes behind his goggles making out Gambit with a figure in his arms. Hank didn't get a chance to study them as the controls gave a violent spark and Gambit managed to clear the platform as the transformers and the generator sparked and went up in flames.

Hank backed away, reaching for the fire extinguisher. After putting the small fire out he turned to see Gambit with a young blond child in his arms.

"A little small to be an X-man, don't you think?" he asked and saw the big blue eyes looking at him. He waited for the scream and waited, and waited. He finally got a response, and it was in Japanese.

"(A blue monkey? SO cool!)"

Charles laughed.

**AN: Next chapter will be a time skip that jumps eleven years, Naruto growing up in the institute will be in flashbacks and mentions. And the Second Class will be gathered. You won't believe who will Join Naruto. Gambit will only be in cameos. This is different than my other Naruto/X-men story. Here Naruto is a ward of Xavier's.**


	2. Chapter 2

**Naruto & the X-Men Second Class**

Disclaimer – I don't own Naruto or any of the X-men, nor am I making a profit from this.

Chapter 2

Eleven Years Later…

Sixteen-year-old Naruto Uzumaki grinned as he ran the outdoor course. His blond hair in a ponytail trailed behind him.

"Come on 'Ro!" he called.

Behind him was the white haired mocha skinned Ororo Munroe. She had been brought to the Institute when he was nine, the Professor had found her in Egypt with the help of Gambit.

The ten year old had been on the streets when she tried to pick Gambit's pocket. Naruto had welcomed the new resident. It had been quiet since a lot of the young mutants had been returned to their homes. The last to leave had been Scott Summers who had been taken by his older brother Alex to their grandparents in Alaska.

"You need to realize my friend, that not everyone is gifted with your stamina." Ororo said as she jogged next to him.

"Hank keeps up pretty well." Naruto defended.

"Hank is designed for physical activities." Ororo fired back. The two continued to run, Ororo had joined Naruto in his daily workouts and while she joked about it, she was physically fit.

"Did you finish that paper the Professor assigned?" she asked.

Naruto grunted. "Yeah." The pair were currently the only students at the Institute and while they went to public school for several courses, they also learned from Professor Xavier and Hank McCoy.

Naruto decided to change the subject. "So, I heard Sean has been accepted into Interpol."

Sean Cassidy, known as the Banshee for his sonic scream and one of Xavier's first X-men had spent time abroad and came back to help Xavier around the Institute as well as keep an eye out for potential students.

"It's a good thing." Ororo said. "He was driving Hank up the wall hanging around and singing badly."

The pair laughed as they had heard Sean sing, what he was doing was deliberate.

Both of them had learned how to speak English, the Professor cheating and using his own mutation of telepathy to jumpstart their studies.

Naruto had seen several mutants come and go, some staying long enough to learn to hide or gain a measure of control of their abilities, others leaving when they learned there was no cure for what they were.

Naruto had learned shortly after his arrival why the people of Konoha hated and feared him. The nightmares for the first several months had kept Charles awake with him for several nights as the telepath worked with him. They had entered the astral plane and looked for the Kyuubi, finding it behind the seal asleep.

With Charles help they created a psychic prison, and cleaned up Naruto's mental landscape; which was already looking like a sewer that Naruto had seen when villagers had chased him there when he was three, spending a day lost in the tunnels until the Hokage had found him.

So by the time he was seven Naruto had strong mental protections and the Kyuubi was locked down even tighter. They studied the scrolls that Gambit had brought back, Charles fascinated about chakra, wondering if the Hidden Countries were in fact mutations, with the chakra paths being the change.

Sadly in all the scrolls there was nothing about the seal in which held the Kyuubi or how to make other seals.

Naruto had been disgusted to find there was a huge gap in the knowledge and it was Charles and Hank who had suggested that perhaps it was an oversight, or it could be deliberate. With the machine in ruins and Hank not sure if he could rebuild it, the prospect of returning to Konoha was not an option.

So Naruto had focused on the physical lessons with Hank and Sean working as his trainers, Charles encouraging him from the sidelines with words.

That didn't mean that Naruto didn't experiment with learning jutsu's. Many of them he discovered he had just too much chakra and overloaded them. The chakra exercises he worked with, and the tree climbing he learned rather quickly, taking only four days, destroying several trees on the property to do so.

An elbow to the ribs drew him from his thoughts.

"What?" he asked?

Ororo gestured ahead instead of answering.

There sitting ahead of them on his motorbike was one of their trainers.

"Alex!" Naruto called out and slowed to a walk.

"Hey runt." Alex Summers greeted. "Ororo." He shot the white haired teen a grin.

"Your back, are you staying?" Naruto asked as they stopped before the older mutant.

Alex shook his head. "Naw. Came to see the Professor." Alex said. "I've been given a job offer and wanted to talk it over with the old man."

Both teens rolled their eyes as Charles wasn't much older than Alex, but because Charles acted more responsible he was dubbed the Old Man.

"Sean was here the other day. He got a job with Interpol." Naruto told Alex as he walked with them towards the house pushing his Harley.

Alex nodded.

"How's Scott doing?" Ororo asked. She had met the sullen teen who had come to visit with Alex several times, but had refused to stay.

Alex shrugged. "Gran's worried about him. He's having trouble adjusting to high school."

Naruto shook his head. "It's the stick up his ass."

Alex laughed. His younger brother was a stick in the mud. Rather anti-social, and while Alex could understand he worried about his younger brother.

"His new specs working?" Naruto asked.

"Yeah. Hank made them thinner and thanks to the Professor the medical excuse works." Alex said. His brother's optic blasts didn't shut off and were restrained by the ruby quartz of lenses. Where as Alex used a devise created by Hank to help him focus his blasts.

Alex changed the subject. "I heard from Hank that you're getting a new student this week."

"Yeah, a kid from the Indian reservation." Naruto said. "George? No wait…"

"Forge." Ororo said. "And he's twenty-one." Ororo said shooting the blond a look.

The whisker marked teen shot her a look. "Yeah, yeah. He's good at building things. Hank and Charles are bringing him in to rebuild Cerebro and some other things Hank has on the books."

The trio reached the backdoors of the mansion. Alex paused and looked around. He gave a smile as he remembered that he and the others had been the first class. He thought how things had gone during their first mission as a team.

_**:::No need for such sad thoughts Alex.:::**_

Alex shook his head as they entered, finding Charles waiting for them.

"You know that's still unsettling, don't you?" Alex said with a good natured grin.

Charles smiled. "How are you Alex?" he asked, not using his telepathy.

"Good. Spent some time in Hawaii, learned to surf. Came to ask some advise." He said and looked uncomfortable.

Charles nodded. "Ororo, Naruto, Hank is waiting for you in the classroom."

"Aw man." Naruto mock pouted even as Ororo led him away. "Never get to hear anything."

Charles watched them go a smile on his lips.

"Your classes are kind of small." Alex said.

"They will grow. Besides, Naruto alone is a handful." Charles said and motioned for Alex to walk with him.

XX

Later that day Naruto was once more outside. This time he was standing beside the pool wearing shorts and a t-shirt. He looked over the scroll once more before setting it aside and taking a deep breath he focused and stepped out standing on the water.

He smiled and sank into the water.

He came up sputtering and spitting water to the sound of Ororo's laughter.

He spotted her and narrowed his eyes.

"Its not funny." He said a mock growl.

"Oh, from over here it's a riot." She gave him a grin. Naruto noticed that she was wearing a dress.

"Going somewhere?" he asked.

"I'm going with the Professor and Hank to check on a new student. I am to remind you that Sean is in charge and that Forge will be here at four." Ororo said.

Naruto treaded water to the edge of the pool and pulled himself up, shedding water causing Ororo to step back to avoid getting wet.

"Come on 'Ro you act like I'm going to grab you and throw you in the pool." Naruto pouted.

"That's because you have. In fact that was yesterday, during our jog." Ororo said giving him a scowl.

"Oh…yeah." Naruto said as he scratched the back of his head and gave a slight chuckle.

Shaking her head Ororo gave a sigh. "Try not to drown or destroy the place." She said walking away.

"Try not to drown or destroy the place." Naruto mocked after she was out of sight. "Who does she think I am? Alex and Sean?" Shaking his head he looked back at the pool. "Okay, I can do this. Focus and…" he stepped out onto the water, smiled and sank to the bottom.

He came up sputtering. "What am I doing wrong?"

XX

In a Rolls Royce heading towards New York…

Ororo sat next to Charles Xavier as Hank was in the drivers seat, even wearing chauffeur's cap.

"So Naruto was trying to walk on water?" Charles gave a slight laugh. He was always amazed what the blond could do.

"Well if it's like that tree climbing exercise it'll be a sight to see." Ororo said.

Charles agreed. Finding Naruto walking on the walls and ceiling was something to see as he and Beast walked around cleaning hard to reach areas and even had a lesson upside down while Ororo stayed on the floor, ignoring the silliness of the situation and focused on the lesson.

"So this new student…" Ororo asked, prompting Charles to speak.

"Ah, yes. The young woman we're going to see has an interesting mutation. She has the ability to fly and alter her size." He said.

Ororo nodded "Is she older than us?"

"No. Janet is sixteen. A friend brought her to my attention as her family while wealthy doesn't know how to deal with the revelation. So they are sending her to the Institute." He shrugged and gave her a wry smile. "As I keep telling Sean, it will take time, but the Institute will be a home and school for mutant kind."

_Mutant and Proud._

Charles mentally shook his head. _She's gone, and there is nothing I can do for Raven other than hope one day she will come home._

"So why did you ask me along?" Ororo asked.

Charles smirked. "Why other than using you as an example?"

Ororo rolled her eyes. "Yeah, other than that." She said with the tone she used with Naruto.

"I believe Janet could use someone her own age to talk to. I'm sure Hank would get along fine, but teenage girls…" he paused wondering how to phrase it.

Ororo took pity on him, "Are a mutation unto themselves?"

They both laughed and heard Hank chuckle as well.

"Professor…"

He gave her a look, "Fine, Charles." She said getting a smile from him. He kept insisting that since she and Naruto were the only students living with him as his wards, that when they weren't in class that they were to call him Charles.

_I'm not even forty yet._ He thought sadly.

"I wanted to talk about the training, I know Naruto is a bit…well a lot different than regular mutants. I mean his ninja abilities alone…"

Charles smiled. "Yes, Naruto is becoming a very capable fighter. Several of his ninja abilities make me think of several mutants I visited with Eric when were first searching for students." His mind went to one mutant who told them to "Fuck off" before they even got into their spiel.

"And I know you've been very patient with me. My claustrophobia." She continued and Charles gave a soft smile. He had given her a loft room with skylights and a big window. She had been slowly making it a garden and he smiled every time he'd seen it.

"Ororo, you have a valid reason." He said. When he and Gambit had caught up to her, the building she had been in began to collapse. It had taken them an hour to dig her out. During that time, the child that was Ororo was buried and alone.

Ororo gave him a look. "I wanted to talk about something Naruto asked me the other day."

Charles waited. "Well, we've seen how Sean can use his sonic scream to fly, and Naruto thinks that since I can manipulate the weather, he was talking about how I should be able to use the wind…"

Charles smiled. "Ah, yes." He had noticed how the pair had cornered Sean and later how Naruto was reading several books on flight.

"And what else has my blond ward have an idea about?"

"Well we both agree throwing me out a window or off a dish won't work." Ororo said and Charles chuckled as he recalled how they pushed Sean out of windows, off the top of the Institute and finally Eric shoving him off the giant dish, all in attempts to get Sean to fly.

"No, we won't be doing that. Sean was a case of needing to scream loud enough." He patted her knee. "Hank was telling me that your studies in weather patterns and effects have been…"

"Yes. And Naruto's been helping me keep my emotions from exploding as he calls it."

Charles remembered the first month of the young Ororo and how she could have sun and rain in seconds. He remembered when Ororo got mad and the lightening storm had Naruto hopping quickly until she wore herself out and collapsed.

"I take it my young ward has some ideas?"

"While he's been studying the way and manipulation of his chakra, he's given me some ideas." Charles caught the end of her thoughts and admitted he was confused about chakra, but the more he and Hank studied Naruto, he was certain the blonds mutation was going to be an omega level event when he fully manifested. They had seen hints of it over the years and when Naruto finally manifested fully…He shook his head until another voice entered the conversation.

"As much as I wish to hear this discussion," Hank cut in, "We're almost there."

Ororo sighed. "Charles…Naruto has mentioned that you have several interviews in the coming weeks. Are you finally going to get a full class instead just the two of us?"

"Perhaps." Charles said as the car stopped and Hank got out to get the wheelchair. He gave the white haired teen a reassuring grin. "In any case, we're in for some interesting times."

XX

Naruto blocked the kick and went on the offensive, driving Sean back, the Irish mutant grunting.

"Remind me again why ye chose me as your sparing partner?" Sean ducked a kick that he was certain would take his head off.

"Because I needed a live opponent and my shadow clones pop after a solid hit." Naruto said performing a handstand and then spun with a series of kicks.

Sean was a brawler, and Naruto's style didn't give him much of an opening as the blond was in constant motion.

"Enough!" Sean backed away wiping sweat and looking at the younger mutant. "Are yeh sure your mutation isn't physical?"

Naruto grinned. "Nah. Hank is certain of that. Don't worry Banshee, I can't scream like you."

The older mutant threw a punch, Naruto allowed it to connect with his shoulder and they laughed.

"So, are you and our dear Ororo getting closer?"

Naruto gave him a flat look. "You seriously going to try the older brother act on me?"

Sean shrugged. "You and 'Ro are the youngest for now. We all see you as our niece or nephew. Hell even the Cajun when he stops by thinks of you as family, why else is he showing you some of his tricks?"

Naruto shrugged. He had a special place for Gambit. The man had saved him and brought him to Charles.

It had taken much of his first year for Naruto with Charles help to work through the trauma and understand that Konoha had been bad for him, and despite what good he did, the Hokage had been part of the problem.

Looking at Sean he grinned. "What? Remy only showed me how to improve my aim with my kunai and shuriken."

Sean shuddered as he recalled watching Naruto practice with the weapons of his people and the deadly barrage of flying metal death they became.

Thinking of the metal weapons had Sean think of several members of the first class. Magneto and Mystique were rarely spoken of aloud. When their names were mentioned, silence filled the room and all eyes turned to Charles who had a sad look as he thought of his missing friend and adoptive sister.

"Go wash up. Forge should be here soon and the Professor will be back with the other new student." Sean ordered.

Naruto went to do as he was told. Sean had taken control of being security, and while Hank was making improvements with cameras and sensors, Sean still patrolled the grounds.

Naruto wondered what they would do when the Irish mutant officially took his job for Interpol.

XX

(Van Dyne Penthouse)

"Thank you for coming on such short notice." Linda Van Dyne greeted them.

Charles smiled as he took her hand. "I admit I was curious when I got your call." "Linda, this is one of my wards and students Ororo Munroe." He introduced the white haired teen to the socialite. "And my friend and driver Dr. Henry McCoy."

Linda looked up and gasped seeing the blue furred feline like face.

"Madam." Hank said tipping his chauffer hat.

"I-I…" she stuttered then took a breath. "It's nice to meet you Dr. McCoy." She extended her hand and Hank took it and gave it a light kiss getting a smile.

She led them into the seating room and waited while the butler brought tea. "I'll send for Janet in a moment." She said after steadying her nerves. "Vernon is away, he's working on a project for Howard Stark and couldn't make this meeting I'm afraid…" she hesitated and Charles reached out and took her hand.

"Linda, there is nothing to be afraid of."

Ororo and Hank shared a look as they knew Charles was using his telepathy to help calm her down.

Linda Van Dyne took a breath then reached for her tea. "About this school?"

Charles smiled as he accepted the file from Hank who had pulled it from the briefcase.

"Janet will be boarded there while continuing her courses, and after graduating she will be able to go to any college of her choosing."

Ororo waited calmly, her mind wondering what a certain blond was up to and just how much Hank would have to fix when they got back.

XX

(Institute)

Naruto looked at the slightly older mutant.

Forge looked back at him with a calmness that Naruto found unnerving.

The blond found his eyes going to the crate that was floating behind the mutant inventor and then to the invention that had caught him.

Sean was watching trying hard not to laugh.

Forge had arrived just as Naruto was sliding down the banister. He would have crashed into Forge had not one of his inventions caught the blond.

Said invention was now hovering in the air. "What the hell is that?" Naruto asked.

"This is Widget." Forge said.

"**Greetings. Maker's safety was required. Widget apologizes for any trauma my handling of life-form designate Naruto Xavier has caused."**

"Its Uzumaki. I am Professor Xavier's ward." He told the flying orb. "What are you?"

"**Widget is Widget."**

Naruto looked at Forge who gave a smile. "Widget is my helper. I created him on accident." He admitted. The Native American shrugged. "I created him while I was on a spirit quest, and using…certain herbs."

Naruto looked at him, and it was Sean's laugh which had the blond and the inventor look at him.

"He was high as a kite." Sean said with a chuckle. He looked at Forge. "I do hope you are aware that those…herbs are prohibited here?"

Forge nodded. "I only used them the once, while on the reservation. I am aware this is a school."

Sean agreed. "There's a pub in Salem. With the certification of this as a registered school, one of the rules is that alcohol and drugs are prohibited."

Forge nodded. "How many students are there?" he asked watching as Naruto walked around Widget, examining the floating orb.

"Right now two. But the Professor has gone to get another and there will be several more as I understand in the coming days and weeks."

Forge nodded. "If you'll show me to the lab, I'd like to get started on the list the Professor sent me."

"Wouldn't you rather see your room and unpack?" Sean asked.

"Later. I prefer to get to work right away." Forge said, his eyes looking at the mansion, seeing something the others couldn't see.

"Well then, this way." Sean said and they both turned hearing a shout to see Naruto holding his hand and glaring at Widget.

"**Defensive countermeasures in place. Level one is a low level shock. Used as warning. Carbon based life-form designate Naruto just received warning. Do not touch Widget."**

Forge shook his head. "I think I need to reset his rules."

"You think?" Naruto asked and shot the silver sphere a look as he worked to get feeling back into his hand.

Sean shook his head. "At least its never dull around here."

XX

**AN: Some background, Ororo and Naruto the first students. Janet Van Dyne aka Wasp will be shown next chapter. I argued about making Forge younger, but I kept running into the version from Evolution. As a young adult he's done some things. Cyclops will have cameo appearances as I don't want him yet. Some people are screaming for a harem. All I can say is maybe.**

**I don't want to show who else is in the second class, as I want to spend time with Naruto, Storm and Janet. Naruto's mutation will be revealed. And at this time there is no plan to go back to Konoha in this story. The plan is to gave the Second Class meet a certain Boston class and their Headmistress. I got a lot of complaints about recycling chapter one from Prince of Thieves to be the first chapter for Second Class. I'm a slacker I admit it. Its my own work. I hate to see the bitch list when I redo Lord of the Ten Rings later on and repost early chapters there. (sigh) someone is always anal retentive.**

**AN2: I am having trouble with NILF A Marvel Adventure, as I am overwhelmed with the number of requests. I have over 100 marvel female characters. I am trying to cut it down. I have gotten a lot of requests to not put certain women in as they are in relationships. One person sent me a PM saying he or she would hunt me down if I used Emma Frost or Jean Grey. And even longer about Sue Storm, Mary Jane and I even got a note about Jessica Jones aka Power Woman as they are married or were married until certain events. Heck the list for Storm is obscene as well. **

**Also, a lot of people need to understand, that Capcom is not Marvel characters, they were in a game and Jill Valentine and Chun Li are not options. Also Wonder Woman, Bat Girl, Harley Quinn, Supergirl and Poison Ivy belong to DC comics as do Raven and Starfire of the Teen Titans. Kim Possible is Disney and Witchblade and Lara Croft are Top Cow if I remember. Buffy is not a Marvel character or property and for the last time there will not be a harem or children in this story. I do plan once its done an alternate "Age of Naruto" fic, but only after this one is done. If you can't live with this, go away. I am doing this for fun and to clear my head. **

**And no, there will not be anyone from Naruto's home coming after him. The only relationship Naruto is in is with Kurenai. He is sleeping his way home.**

**(Sigh) I'm sorry if I ranted. But I keep getting the same issues. I think I'm going to do a lottery first on how many and then names for Nilf Marvel Adventure. Only a few names are decided right now and I'm working on who will be first. I know Rogue won't be first written even though she was first on my list.**

**Again sorry for the rant here. **

**ESM**


	3. Chapter 3

**Naruto & the X-Men Second Class**

Disclaimer – I don't own Naruto or any of the X-men, nor am I making a profit from this.

Chapter 3

"Well?"

Ororo looked at her friend. "A hole in the ground?" she said and smiled at the frustrated sound the whisker marked blond made.

"Come on 'Ro." He whined. "Talk. What's the newbie like?"

"I only met her briefly. She was less than thrilled to be shipped off here." Ororo said as her mind went to meeting Janet Van Dyne for the first time.

(Flashback)

"I refuse!" Janet said after her mother explained to her why she was meeting Professor Xavier and those with him.

"Janet, your father and I want what is best for you."

"Ni you don't! You just want the freak away from here so all your friends don't talk behind your back and offer you fake sympathy." Janet said in anger.

"You're not a freak." Her mother tried again.

"Oh so its normal to go from five foot three to three inches tall?" Janet said in a mocking tone as she crossed her arms defensively over her chest.

Ororo listened as Charles talked about mutations.

"Ororo here will be in your classes." Charles said drawing her into the conversation.

"And what's her mutation? Perfect skin with snow white hair?" Janet asked.

"No. but thank you for the compliment. My gift is that I can control the weather."

"So you're a walking weather radar?" Janet asked, her tone still haughty.

"That, and more." Ororo said.

"Like what?"

Ororo concentrated and Janet watched as her eyes turned pure white. A gust of wind ran thru the penthouse while outside the sun was covered by clouds and overhead a crack of thunder was heard.

"Ororo that's enough. I don't think Mrs. Van Dyne wants an indoor monsoon." Charles said and the mocha skinned mutant relaxed and outside the sun shone once more.

"As you can see Janet, my school would be a place where you would be considered normal. You would learn about your mutation, how to control it and how to fit in and live a normal life if you so choose."

Janet looked at him. "What about a cure?"

(End Flashback)

Naruto looked at her. "She said that? What did Hank do?"

"He explained to her that there was no cure for being a mutant. He told her his story. Well he told her the tale of Icarus as well."

Naruto rolled his eyes. "Hank has that whole suffering thing. He should be proud."

Ororo smiled. "Anyway, Janet should be here tomorrow." She looked at Naruto. "So how is Forge? Is he cute?" Ororo asked then giggled at the look on the blonds face.

"I can't believe you asked me that." He said.

Ororo patted his cheek and walked away. "Poor baby. And just think, you'll have another woman to deal with."

Naruto watched her go and shook his head. "We really need more males my own age."

XX

(Xavier's Office)

"Thank you Forge. If you need anything…"

The Native American mutant shook his head. "I should have Cerbro up and running in a week and a half now that mutant you hired finished digging the sub-levels."

Charles nodded. "As an earthmover Mr. Esteban has a very powerful skill. He will be leaving in a day, I understand he is to be getting married to a young woman down in Mexico."

Forge gestured and Widget flew over. "I have the schematics for the defensive weapons and their placement. Are you sure you want these? I could upgrade them to be lethal."

"No. what I've asked for only please. This is a school after all."

Forge shook his head. "You've seen what they can do and intend to do."

"I know. But someone must show compassion." Charles said as he studied the screen Widget was showing him.

"This Danger Room, a training center. How long will that take?"

"Well as I have several other concerns, three to four months and that's with Hank helping."

Charles had seen the two men talking and Forge had looked over Hank's plans and blueprints and the two had spent an hour making adjustments to the plans.

"If you need any help…"

"I'll ask when I need it. I only ask that you keep everyone out of my lab. Some of my inventions could cause problems."

Charles nodded as Forge turned to go.

XX

The next day arrived bright and early with the sun shining down on the Institute. Ororo looked for Naruto and finally found him working on his water walking skills. She silently watched, smiling as her friend stood atop the water, his progress as always was astounding.

"Can you do more than look like a statue?" she asked and laughed when he sunk to his knees in the fountain.

He gave her a look. "You know…" he began and shook his head. "What are you doing out here?"

"Was looking for you. Janet should be arriving soon." She told him.

"That's why I'm out front here." He admitted. "That and Sean's setting up an obstacle course in the back."

Ororo nodded as she'd seen it when she was looking for the blond. "Charles and Hank had an appointment with the local school. He's gone to enroll us in Bayville."

Naruto scrunched his nose. "Why not the one in Salem? Bayville is further away?"

Ororo sat on the edge of the fountain as he gathered his chakra to stand on the water again.

"You do remember what you did in chemistry class at Salem, right?" the white haired teen asked.

"It was all in fun! They couldn't hold that against me at the end of the school year, could they?"

Ororo shook her head. "Add to you impressive list of turning everyone save me and yourself pink, exploding all the toilets in the school, just as the principal was sitting on one, or parking all the faculty's cars on the roof. Or how about turning the pool into jello with the swim team in it?"

Naruto shrugged. "Most of those were harmless and justified revenge. Charles got a laugh out of them."

Ororo shook her head. "I swear Charles lets you get away with that…so you don't do it here!" she said realizing the truth of the matter.

"I can't help it. Its my nature. And you have to admit I only prank in retaliation."

Ororo looked at him. "I can't tell if your honest."

"I'd never lie to you 'Ro."

"And why is that?" she asked raising a white eyebrow imperially.

"You scare me." Naruto said.

"I scare you?" she asked in disbelief.

"Milady, you can throw lightening with accuracy that most marksmen wish they had. You could make a monsoon indoors and if you ever gave in to joining my pranks, you would give a whole new meaning to giving someone a swirlley."

Ororo gave him a look that had him chuckle and thus loose his concentration and sink to his knees in the fountain.

They bantered for another half hour, Naruto managing to stay atop the water as his control improved, well until Ororo used a gust of wind to splash him.

The two teens ended up in a water war and laughter filled the air as the two splashed water back and forth.

Ororo used her power to create a rainstorm over Naruto. The blonds eyes flashed and suddenly the water rose up in a ten foot wave.

"Don't you dare." Ororo said as the rain she unleashed was absorbed and the next thing she knew, she was drenched as the wave washed over her.

"'Ro…'Ro I…I'm sorry." Naruto said to his sopping wet friend.

Her long white hair was plastered to her skull. Her clothes and here Naruto paused noticing that his friend wasn't wearing a bra.

Brain-locked as he was, Naruto didn't see the mini-tornado as it scooped him up and threw him into the air. He landed in a hedge.

"Oh, Goddess." He heard Ororo say and found her pulling him out of the hedge.

"Are you alright? I didn't mean to do that." She said.

Naruto found his eyes on her chest. "Its okay 'Ro. No boobs broken…I mean bones! No bones broken!"

Ororo had a blush and covered herself. She mumbled something and hurried into the mansion to dry off and change.

Naruto sat on the steps and looked up at the sky. "Idiot." He muttered to himself, but he could not vanish the image of his best friends bosom and the white t-shirt plastered to it.

He knew his power was erratic. He hadn't meant to generate the tidal wave. He knew his power wasn't fully awakened. And he knew that his power over wind and water made him very dangerous.

_Charles figures I can manipulate the four elements. I should forget trying to use chakra._ He thought. Using chakra based elemental manipulation was causing him trouble with his mutation. It was causing trouble controlling and he thought it was what was keeping him from awakening his ability fully.

Again the image of a wet Ororo filled his mind and he closed his eyes as he imagined her stripping off her wet clothes and gesturing for him to come help dry her off.

Her smile was teasing and as she opened her mouth to speak…

_**HONK!**_

Startled, Naruto opened his eyes to see a limo pull in followed by a moving truck. He spotted the chauffer exit and come around to open the door.

The young woman his and Ororo's age exited and look around. Her hair was cut in a style he thought Ororo said was pixie.

"Thank you Judson." She said as the chauffer took several bags out of the trunk of the limo and placed them at the bottom step. He gave her a bow, climbed into the limo and drove off.

"You there, get my bags and take them to my room." She ordered and Naruto realized she was talking to him.

"Get your own bags. There are no servants here." He said and stood and retreated.

He passed Sean in the foyer. "The Princess is here." He growled. "I'm going to my room to change."

Sean watched him go and wondered what had happened as Ororo had run in and up the stairs without a word, looking like she had been swimming.

Now Naruto looking similar and in a bad mood. Shaking his head he stepped out to see the moving van and the young girl.

"Janet Van Dyne I take it?"

She nodded, looking annoyed.

"Sean Cassidy. Head o' Security here at the Xavier Institute." He extended his hand to shake and when she shook his hand he could tell he had a moody teenager.

"The Professor and Dr. McCoy are out at the moment. If you'll follow me, I'll show you to your room." He turned.

"My things." Janet called after him.

"You can come back and collect them later." Sean said entering the mansion and barely restrained his laugh at the look on the girls face.

He reached the top of the top of the stairs and saw her trying to bring all the bags in at once.

Rolling his eyes at the stubbornness of youth he waited and watched as she dropped and picked up several bags during the climb up the stairs. Once she reached him he headed down the hallway.

"This here will be your room." He said opening the door.

Janet entered and saw there was furniture. She dropped her bags and looked around.

"Dinner is at seven, breakfast during the summer is nine. Lunch is each students choice." Sean told her.

"Chores are divided." He backed out the door. "The Professor will speak with you later and give you the rules."

Janet said nothing and Sean excused himself. He passed Naruto. "Hey boyo, you an' that clone trick you do feel like helpin' the new girl move her stuff?"

"If I say no, I come off sounding like Alex. So I'll do it and cause myself less grief." He headed down the stairs and out the door.

"Just pile it over here and we'll haul it in." Naruto told the movers.

"They will not!"

Naruto turned to see Janet step out of the door. She looked in the truck. "Take it back to my parents." She told the movers. "I won't need to furniture. Leave the trunks and the boxes."

The thin one nodded. Janet turned to Naruto and took a deep breath.

"Hi, I'm Janet. I believe we got off to a bad start." She extended her hand to shake and put on a smile.

"Naruto." He said and shook her hand.

"So what do you do?" Janet asked.

"Sing, dance, play practical jokes, play chess."

"No, what's your ability?" Janet asked.

"Annoying me."

Naruto turned to see Ororo come out the door freshly dressed and her hair combed out.

"I don't do it on purpose." The blond told the white haired teen.

"And yet you manage." Ororo said arching an eyebrow daring him to argue. The silence dragged on and finally the two friends burst out laughing.

"Now, that the normal people are away, Naruto would you please do your ninja thing?" Ororo asked.

He made a cross seal and there were a dozen Naruto's filling the entry way.

"Okay you mutts, 'Ro wants us to haul new girls things to her rooms, and remember treat it gently." Naruto ordered and his shadow clones grabbed the boxes and trunks and began to ferry them inside.

"You're a duplicator?" Janet asked.

Naruto and Ororo laughed.

"We're not laughing at you Janet." Ororo said. "Naruto's training to be a ninja and that's one of his tricks."

"Yeah it's a ninjutsu. The translation is Shadow clones." Naruto said. "It took me a couple of hours to learn, despite the notes saying it was difficult."

Janet watched as the clones climbed the stairs, some of them singing. "You control them?"

Naruto shrugged. "They can act independently, but yeah."

They started coming down the stairs and one tripped falling into the others and they vanished when they hit the bottom step.

"What happened?" Janet asked.

"They disperse with a solid enough hit." Naruto said.

"But Naruto gets the memories." Ororo said.

"Thankfully not the damage." Naruto said.

The three wandered the mansion, the two teens showing the newest addition around.

They entered the backyard and Janet stopped. "What's this?"

"Sean has been setting up an obstacle course. It'll be part of our training." Ororo said as Naruto went to talk to the older mutant.

"Training? The Professor was pretty vague on that." Janet said.

"Well, not only will you be learning about your powers, but there is physical training as well on top of school." Ororo said.

"Gee, with all of that when is there time for socializing?" Janet asked.

Ororo looked at her blankly. "So-cia-li-zing? What is that mean?"

At the look on Janet's face she couldn't help it and broke down laughing.

XX

Sean and Naruto heard Ororo's laugh and shook their heads.

"I don't want to know." The whisker marked teen said.

"Safer that way." Sean agreed. "Now hold the bag while secure the chain."

Naruto held the weighted bag while Sean secured it.

"So, did you hear?" Naruto asked.

"About what?"

"The Professor gave Forge the go ahead to make a training room." Naruto said.

Sean rolled his eyes. "You know we didn't need fancy equipment to learn how to use our powers."

Naruto shook his head. "Well, not all of us can be thrown off of huge dishes."

Sean looks at him and grabs him in a headlock. "Come 'ere you." And give Naruto a noogie.

Ororo and Janet see the two roughhousing. "Boys." They say and laugh.

XX

A woman dressed in white, with blond hair stood at the end of the driveway. She pulled her white fur trimmed cloak around her. Next to her a red skinned demonic looking man in a suit glanced around.

"I don't think we should loiter here. Magneto…" he said but was cut off.

"I don't care what you think Azazel. I wanted to check out what Xavier has in story. So he plans on gathering young mutants." Emma Frost said.

"Very well, then. Xavier wants a school, then I'll give him some competition."

"Magneto ordered us to stay away." Azazel said. "And since he killed Shaw, I am not going to stand against him."

"Run away then." Emma said. "As if you and that blue bitch can hide."

Azazel snarled. "Remember your place Frost. Without Shaw or Magneto protecting you, you are nothing more than an overpriced whore."

Emma looked at him. "Take me to Boston, then you and the shape-shifter can run away and have all the little tailed beasts."

The pair vanished in a BAMF of smoke as a car approached.

In the car Charles Xavier rubbed his temples. Hank looked in the rearview mirror. "Are you okay Charles?"

"I'm fine Hank. Just tired. I know I have that meeting with Senator Shaffran on Monday, and we're meeting with Burt later. He wants to set up a CIA Liaison since Moira left."

"How are her and Kevin doing?" Hank asked.

"The divorce was hard on both of them. But she's setting up her lab on Muir Island." Charles said as they turned down the driveway that led to the mansion.

"Have you heard from Gabrielle?"

"Hank." Charles said in a warning tone.

"Well, speaking of divorces…"

"It was her choice Hank. I had Ororo and Naruto to think about." Charles said and looked out the window. "She returned to Israel." He said softly.

Shaking his head, "After my meetings Monday, I think we'll take the jet and take the students to recruit a few more prospectives."

"How is the mini-cerebro working?" Hank inquired.

"I get a splitting headache for an hour after using it. Forge should have the full size one ready in a week."

Hank pulled the car up and after parking looked at his friend. "You know you can talk to us, right?"

Charles smiled. "I know. Its just the day…I find myself missing some old friends."

Hank kept quiet on what he wanted to say about those "friends".

"Hope Sean didn't blow up the kitchen, I'm hungry." He said instead.

"Well if he did, we can always send him down to Harry's Pub for some sandwiches." Charles said.

"Better send Ororo, otherwise he might stop for a pint or ten." The leonoid mutant said adopting a bad Irish accent at the end and both men chuckled.

XX

**AN: SC continues with a fieldtrip and a demonstration. Before any complain about Janet, she was a brat when she younger. Not the fun quirky girl seen in Avengers EMH. And to the Black Panther lover who sent me a PM and then blocked your email from getting response. No. T'Challa won't be with Storm. This is a Naruto/Ororo pairing. Maybe Naruto/Ororo/Janet…Maybe. This is going to part one. Building the second class and maybe an adventure or two. I have sketched out a three part story, the last taking place after Last Stand. Then and only then I might visit Konoha.**

**Naruto's power is elemental manipulation and generation if you missed it. Earth, wind, fire, water, heart…er oops ignore that last one. **

**I wonder if anyone knows who the Senator mentioned really is. A cyber cake to those who get it right. (dig deep true believers, it's a X-Men villain and that's the only clue I'm giving). **

**AN2: Note that NILF A Marvelous Adventure is being worked on still. So far got the list down to 80 and the next chapter is being worked on. I think many will be surprised who I picked to go first.**

**Also, due to demand there will be an alternate ending or I should say three different endings planned. My girlfriend has taken my scribbled alternates and put them in a file on my flash drive. Age of Naruto is one. The second is the actual ending and the third is Naruto ends up continuing his journey in the DC-verse. There is another where he is sent out of control and ends up anywhere from books, to movies, tv shows. I made those notes as I thought of them so they would be forgotten, and no I won't post them until this one is done as it will mess with my head. And I've seen too man authors write ahead on a story, post and leave huge gaps and never finish, posting six parts of a story and nothing explained.**

**Gotta Go, TTFN ~ ESM**


	4. Chapter 4

Naruto & the X-Men Second Class

Disclaimer: I don't own Naruto nor the X-men nor am I making anything from this. Please no flames and if you don't like it don't read it.

Chapter 4

(Xavier Institute)

"I NEEDED THAT!"

Ororo, Janet and Naruto looked on as Sean Cassidy and Alex Summers ran from the furry fury that was Hank McCoy.

It was Monday morning and Charles along with his attorney had gone to meet a Senator Shaffran. Hank was left in charge and Alex had shown up unannounced.

"Is it always like this?" Janet asked. The weekend had allowed the three teens to talk and she had made friends with Ororo.

Naruto she still wasn't sure about as her parents had her going to an all girls' boarding school in upstate New York before this.

"Pretty much." Naruto said as he watched with glee as the blue furred mutant vaulted and landed before the other two mutants.

"Sean and Alex are like eternal children sent to annoy Hank." Ororo said as the Beast was unleashed and soon Alex and Sean were wrapped in a metal straight jacket that Hank wrapped around them and stomped off.

"Mr. McCoy…." Janet wondered how to phrase her thought.

"He's cool." Naruto chirped. "Alex is the one with the temper."

Ororo nodded. "Yes. When Alex looses his temper and then there's large amounts of property damage." She agreed.

"So, Mr. McCoy is Beast…Sean is Banshee…and Alex is…" Janet asked.

"Havoc." Naruto supplied. "And Charles is Professor X."

"The first class came up with codenames." Ororo said as they watched the two trapped mutants try and escape.

"The first class?" Janet inquired.

"Yeah. The Professor gathered a group of mutants together." Ororo said.

"The Professor, Magneto, Beast, Havoc, Banshee, Darwin, Angel and Mystique." Naruto said and he went to the side and grabbed a photo and brought it back. It was currently the only picture Hank kept in the lab.

"That's Hank?" Janet asked pointing at the gangly figure with glasses.

"Yeah. That was before he tried to find a cure. Instead it accelerated his mutation and as he say we have Mrs. McCoy's bouncing blue Beast now."

Janet looked at the picture. "Whose the blond?"

"That's Mystique. She's a shape shifter." Naruto said. Hank and the others told him stories. Charles talked about her, but Naruto saw how sad it made him when he talked about Erik or Raven.

"What happened to the others? Are they still around?" Janet asked.

Naruto looked sad. "Darwin died before their first mission. Angel…betrayed the group and joined a bad mutant called Shaw." Naruto took the photo. "Magneto and Mystique left after the first mission…their still alive, they just aren't talked about."

"Why?" Janet asked.

Ororo was quiet, letting her friend talk about Charles and his past.

"Erik is part of the reason that Charles is in a wheelchair. Raven left with him. It's a painful subject for the Professor and the others."

Janet wanted to ask more, but Sean called them over.

"Naruto, lasses could ya do an honest Irishman a wee favor an' get us out of here?"

"Sure." Naruto said. "Show me an honest Irishman."

Sean sputtered and the others including Alex laughed. "GET US OUT OF HERE!" Sean yelled.

XX

(Charles)

"I assure you Senator Shaffran that the CIA is worried over nothing." Charles said to the Senator who sat across from him. The man had narrow features and slicked back hair.

"And yet there are various reports of these so called Mutants with abilities that quiet frankly scare the daylights out of me. As I understand it there is a mutant in your employment that focuses an energy force that is very destructive."

Charles nodded.

"And there are mutants out there, one who can change shape, read minds and if I can believe it control metal."

"There are those and so much more Senator." Charles agreed. "Burt here was one of the first contacts made with the CIA and former Agent MacTaggert was…"

"Yes, yes. But now I hear you are starting a school for these…mutants." Shaffran said and you could hear the distaste in the man's voice.

"It is a school, and once enrollment has risen I hope to teach all subjects up to college level." Charles said.

"And who will control these…mutants?"

"Control? This is a school Senator. This isn't a internment center or jail. The mutants that come to this school will learn to fit in with society and about themselves and how to control their powers."

Burt looked at the Senator. "Professor Xavier has agreed to maintain a liaison with the CIA. To that end one of our top agents has agreed to be there as well as teach."

"This agent, is it Ms. MacTaggert?" Shaffran asked.

"No. Moira has returned to Scotland after her divorce. I think she's setting up a lab of some kind." Burt said. "No Agent Cooper has volunteered. She is a skilled marksman and has several degrees."

Senator Shaffran didn't look happy. "I will want to examine this school."

"Of course." Charles said and placed his fingers against his temple. He frowned when he couldn't reach the Senators mind.

"I'll have my aide set up something." The Senator stood and looked at Burt then Xavier. "For you sake Xavier, I hope your not building a private army of these…freaks." He turned and left.

Burt released a breath and downed his scotch in one gulp. "That man scares me."

Charles frowned. There were very few minds he couldn't access, even surface thoughts and the Senator was shielded. That concerned him.

Shaking that thought off he looked at Burt. "Now, about Agent Cooper…"

XX

(Limo)

Senator Shaffran sat in the back of his limo and looked as if he was sleeping. Across from him was a man with pale white skin, a red diamond mark black marks around his red eyes and pointed teeth.

"You did well for a golem Senator." The man said. "I do not like this Xavier. And What Sinister doesn't like, he destroys."

"Uh, Mr. S, I had a thought." His driver said.

"And what possible intelligence could you have?" Sinister asked.

"What about having a spy amongst the students? You know plant someone an' they could collect data for you."

"Hm…You may be on to something. Take me to my lab. Good idea Mimic. A school of mutants could very well give me the raw data I need."

The driver known as Mimic smiled as he turned down a street and the car vanished inside a building.

XX

(Institute)

"Are you sure?" Hank asked as the kids loaded into the car as Sean placed their bags in the trunk.

"I leave the Institute in your hands." Charles said an hour after from returning from his meeting with Senator Shaffran.

"Alex has gone again and Forge will be busy, so you should have all the peace and quiet you need for the next three days." Charles said.

"Sean and the children will be with me and Agent Cooper will be coming Friday."

Hank looked to see Sean in a pair of jeans and a t-shirt. "You really want to expose possible new students to Banshee?"

"Oi!" said mutant said closing the trunk.

"Sean will be fine. And while we're meeting the students, Sean has a contact he wishes to talk to. Sean feels we need security here and when he leaves for Interpol he doesn't want to leave us unguarded."

Hank in a flat tone shook his head. "We can get a dog. Or Forge can make more Widget's to patrol the grounds."

Charles shook his head. "Just relax Hank. Oh and remember, we have that meeting Thursday."

Henry McCoy rolled his eyes. "I won't forget."

"And remember to eat." Ororo said kissing his cheek before climbing into the car.

"Bye Mr. McCoy." Janet said climbing in next.

Sean lifted Charles while Naruto folded the chair and slipped it into the trunk. "And Hank…"

"Go Charles, I am a grown adult. The mansion will still be here when you come back. Especially since you have Naruto with you."

"HEY!" the blond teen said then chuckled. "One time." He patted Hank on the shoulder. "Just remember to turn off you burners."

Hank watched them go and wished them luck with the two new mutants they were going to meet. He took a deep breath.

"Are they gone?"

Hank turned to see Forge wearing a Hawaiian shirt and shorts.

"They're gone. The grill and chairs set up?" Hank asked.

"Widget is getting the steaks ready. I mixed the pitchers and the cards are in the back. Are we waiting for Alex?"

"He'll be here in an hour."

The two geniuses walked into the mansion. "You know we're fooling no one with this." Forge said.

"Oh, Charles knows. This was a show for the kids. I also called a couple of my friends. Reed and Ben could use some time away from their studies."

"You know Sean has no idea." Forge said.

"That's what he gets for ruining my experiment." Hank said.

"What were you working on anyways?" Forge asked.

"A new flavor of soda." Hank said. "That and I thought that making it an energy drink, but no would buy those."

The two men laughed and looked forward to the three day weekend.

XX

(In the air)

Naruto kept looking out the window.

"Will you sit down, you're making us nervous bouncing around the cabin." Janet said.

Charles smiled as his first ward went to his seat and dropped into it.

"I just like looking out the window, flying is so cool."

Janet rolled her eyes and saw Ororo too was looking out her window. She saw the woman was gripping the armrest tightly.

"Are you afraid of flying?" Janet asked softly.

Ororo shook her head and looked around the cabin. "I have a fear of closed in spaces."

Janet patted her hand. "I had a cousin who was claustrophobic. Just imagine your in an open field with a bright blue sky with fluffy clouds."

Ororo looked out the window,

Naruto got up and sat across from them. He looked at Ororo and touched her foot with his. she looked at him and smiled.

"So Janet, what do you think of the Institute so far?" he asked.

"Well the classes are easy, but Mr. McCoy said that they were our summer courses. But the mansion is big and quiet."

"Hopefully this trip will add a few new students." Charles said looking up from his paperwork.

"Where are we going anyways?" Naruto asked.

"Our first potential is in Los Angelus." Charles said and noticed all three teens were looking at him. "From the looks I take it you want to know about our potential student."

"And you didn't even have to read our minds." Naruto said getting a chuckle from everyone.

"The prospective students name is Allison Blair." Charles said.

"Another girl? Come on Professor, I'm outnumbered already." Naruto said in a mock whine.

"The next potential is from Cumberland Kentucky. A girl."

"Another girl." Naruto mock whined and got his leg slapped by Janet while Ororo smiled at her friends antics.

"Paige Gurthie." Charles said.

"And what do they do?" Janet asked.

"Well Allison's ability I didn't get a solid read on but it just activated." Charles said.

"Paige's ability well…" here Charles smiled "You will need to see to believe."

Naruto shot him a look. "And the last one?" Naruto asked.

"A young telekinetic named Nathan Winters. He's in an orphanage in LA."

"YES!"

Janet shook her head. "You do realize your still out numbered, right?"

"Yeah, but at least I have someone my own age that doesn't always make me feel stupid when I open mouth." Naruto said.

"You just called yourself stupid." Ororo pointed out.

Naruto crossed his arms and stuck out his tongue then looked out the window ignoring the laughter.

XX

(LA – Airport)

"After Sean drops us off at the hotel, he's going to see his friend." Charles said as they waited for the car. "Tomorrow we'll go and see Ms. Blair and then try and make it to see young Mr. Winters."

"Professor?" Janet asked.

"I brought the three of you along, neither Ms. Blair or Mr. Winters have had good lives. Allison's guardian is her aunt and while she's never been physically abused, the emotional abuse is…"

"And Winters?" Ororo asked.

"He's been moved from home to home. He's been in and out of the orphanage since he was a baby."

Naruto looked down at this and Charles knew the blond would be helpful with the young telekinetic.

"You three have tonight to see the sights, just don't wander too far from each other." He told them as the car pulled up. "And try not to use your powers. We're still in luck in that mutants are relatively unknown."

The last he said looking at Naruto who looked away. "I didn't mean to cause that flood." He said.

"Ororo, your in charge." Charles said as Sean loaded the car.

The ride to the hotel was quiet and Janet looked around. She never really got a chance to as her parents never let her out on her own and at the boarding school they were miles from anything.

Ororo nudged Naruto and gave him a smile.

Naruto had caused a flood in New York a month ago when he had gone with Alex to pick up some things at the docks that Hank had needed. The blond had a flashback to his youth when he had gotten separated from Alex and the people on the dock had gotten drenched. Luckily no one noticed the blonds eyes had glowed before the water rose up and slammed into the docks and several buildings.

Alex had found Naruto and gotten him out of there and back home. Naruto had been ashamed, Alex had laughed and said some of the local fisherman didn't have to do more than scoop up the catch of the day.

Charles and Naruto spoke for hours and the blond told his mentor what had caused it and they had worked on it to the point that they joked about it.

"Look at all the stores." Janet said.

"No. No. No way." Naruto said. "I am not spending my time in stores looking at clothes."

Charles smiled as Sean placed him in the car. He didn't need his gift to know what the girls were thinking of that statement.

XX

(Boston)

Emma Frost stood looking over the grounds of her latest purchase. "It will do." She said to her secretary. "Tessa, where's the list of students?" she asked extending her hand.

Tessa passed her the clipboard. "Mr. Lehnsher is here to see you."

Emma made a sound and walked back into the building. She found Erik in her office, he was wearing a black suit, and had on the familiar helmet he took from Sebastian Shaw.

"What can I do for you Erik? I am rather busy." Emma said walking around her desk to put something between them.

"Yes, opening a school I'm told." Erik said.

"Azazel talks too much." Emma said.

"My dear, you leave the Brotherhood without a word. Mystique at least told me she was leaving and why." Erik chided.

"Hiding in tunnels and abandoned buildings isn't for me." Emma said. She made a few notes on the clipboard and handed it to her assistant. "Send for the car. We'll see Ms. Jones and then the others." She looked at the man who had killed her previous lover.

"Since you are wearing that thing, what do you want?" she asked again.

Erik stood and went towards the window. "Stay away from Charles and his school."

Emma's gaze narrowed. "I find it funny that for nearly a decade you refuse to deal with that cripple."

Emma didn't get any warning, one of the pokers from the fireplace rose and bent around her neck choking her.

"That cripple is my friend. He is a better person than you will ever be. Stay away from Charles. Am I unclear in my orders?"

Emma knew is she shifted to her diamond form, Erik would crush her head off. She managed to sputter "Yes." And the metal was ripped away and she fell to her knees coughing.

"Run your school. And stay away from Xavier's." he said and walked away.

Emma rubbed her throat and glared at his back. Tessa came back and looked at her in concern but remained quiet.

_Oh, I'll leave your crippled friend alone. For now. But I swear he'll die before you do Magneto. For Sebastian I will have my revenge._ Emma thought to herself.

XX

AN: SC continues with shopping, meeting Allison Blair and the White Queen's first recruit.

**Shocked at how many thought Shaffran was Ricochet. The few who got it right got a cyber cake. My gf is mad 'case I dragged out my comics and the living room looks like a comic shop and that was just X-men related titles and a few of the old Archive books with stats from the old Marvel Superheroes RPG.**

**NILF Marvel is still going. First female is chosen and the chapter is slowly coming to life. Still have too many women.**

**My gf suggested I make NILF Random encounters to put the women that don't get added and for wherever else our favorite blond lands.**

**We Are: is stalled. Only one page written.**

**Other stories are slowly being done. Sometime only a sentence. It seems my muse is fixed on this one. The Succubus story, my two dragon age crossovers and Kitsune effect.**

**Nothing is abandoned its just slow.**

**TTFN ~ ESM**


	5. Chapter 5

Naruto & the X-Men Second Class

Disclaimer: I don't own Naruto nor the X-men nor am I making anything from this. Please no flames and if you don't like it don't read it.

AN: I apologize to those who are upset about the misspelling of Alison Blair's name and Guthrie's name as well. My fingers sometimes stutter or trip. If this ruins the story for you bye.

Chapter 5

(Random Store)

"I hate you both."

Ororo and Janet looked at the bag-laden blond and did the cruelest thing. They laughed.

"I wanted to check out some of the places too." Naruto grumbled.

"You mean the fast food places. Seriously, how can you eat so much and not get fat? Its unfair." Janet said standing before a mirror holding up a yellow and black wrap made of silk.

"I have a high metabolism." Naruto said.

"And once you start working out and using your powers you will too." Ororo said. She had tried the diet route when she was younger and had watched as Naruto ate like it was going out of fashion. It had been Hank who had explained it to her how her body burned energy faster when she used her gifts.

"I didn't want to say anything when I saw how much you ate." Janet said giving the other female a look.

Naruto snorted. "You should see her polish off a pint of ice cream."

Outside the blue sky gave a distant rumble of thunder.

"Temper, temper 'Ro." Naruto said as she examined a forest green sundress.

The weather manipulator took several calming breaths.

"Besides, you guys should see Hank when no one's around. Twinkies are an endangered species when he's around."

Both girls had a mental image of the blue fur covered face smeared with the remains of Twinkies and burst out laughing.

"Okay, enough is enough. You two have been checking out the same clothes you already bought. I'm taking these to the hotel and then I'm exploring."

They watched the blond go.

"I think we pushed too far." Ororo said feeling guilty.

"Nah. Pushing too far would have been modeling bathing suits for him." Janet said. They shared a look and laughed, but Ororo was thinking of the few times by the pool how Naruto watched her in her one piece suit and she found she wouldn't mind modeling for him some of the two piece ones she'd spotted.

"We better go. Naruto has a habit of trouble finding him." She said shaking away her mental thoughts.

Janet sighed. "I suppose your right. I just wish some of these were made of better material." She hung up the wrap and followed her white haired teen from the store.

Unnoticed a woman with waist length blond hair and a curvy figure watched them leave. Her face morphed into a violent scowl and her eyes flashed gold then a shape rose up from her and vanished thru the back wall.

The woman slumped against the counter and then looked around. "How did I get here?"

XX

(Pub)

Sean Cassidy looked around the dark interior of the pub the smoky air and dim lighting made Sean aware of these were not nice people. He nodded to the barkeeper. "Give me a pint o' Guinness." He looked around and didn't spot who he was looking for.

Taking a deep drink from the mug, he froze feeling the barrel of a gun placed against his spine.

"You have a lot of nerve coming here Cassidy, after what you pulled." A female voice growled.

"Ye need to remember I was a wee lad."

"And yet you acted as a big shot. My sister cried for days after you left." The barrel of the gun pushed into his spine.

"Ack, Neena, could ye put away the pistol? Ye push any harder an my kidney's will let go, an' I fer one would like to enjoy this beer."

Sean breathed as the barrel was removed from his back. He turned around to face the owner of said gun and smiled seeing the pale white skinned face he remembered framed by shoulder length black hair.

"Hey spot, how yeh doin'?"

Neena scowled and turned her head hiding the black mark around her left eye. "I hate that nickname."

Sean grabbed his beer and they went to a table in the back. Sean stopped seeing a dwarf sitting there.

"What do you want Cassidy, your letter was vague." Neena said as she dropped into the booth. The dwarf shot him a look and went off towards the billiards den.

"I came to offer you a job." Sean said.

"I'm out of the merc business." Neena said.

"This isn't mercenary work." Sean said. "I'm taking a job with Interpol and I don't want to leave some friends short handed. You'd be running security."

Neena laughed.

"Its at a private school in New York." He continued and she laughed harder.

He waited as she collected herself. "Are you finished?" he asked.

"Hardly." Neena said. "You want me to sit in a guard shack and watch some rich little kids frolic around?"

This time it was Sean who laughed. Neena arched an eyebrow at him. When he continued to laugh she pulled her gun and put it on the table.

"I am armed and I will shoot you Cassidy." She threatened.

"Ah. Sorry about that. But these kids are not ordinary. Far from it, and the truth is you'd be there to protect them from those who want to harm them and at times protect others from them."

She looked at him and saw he wasn't joking. "What's the job?" she finally asked.

"As I said, it's a security job and perhaps teaching them self defense. Its not a normal school, in fact you would fit right in."

Neena looked at him. "Make sense Cassidy." She growled.

Sean looked around then seeing no one was close, leaned over the table. "It's a school for mutants."

"Get out." She said.

"I'm serious. The guy who runs it found me about a decade back. He showed me how to use my powers, he helped me become the man I am today." Sean said, setting aside his accent to show her he was serious.

He reached out and took her hand. "This job is a good one. You'll have a place to stay, a good paycheck and you'll be around those who don't care about your white skin or that spot on your face."

Sean looked at her. "One of the teachers there has fur and looks like a ferocious beast." Here Sean chuckled.

"Can I think about this and get back to you?" Neena asked.

"Sure." He wrote the information on a napkin. "We'll be staying here for two days. The Professor needs to speak with some potential students. If you need to contact me after that, here's a card with the contact info for the Institute."

He downed his beer. "Just think about it. Its better than sleeping in ditches and abandoned buildings and getting shot at for some politician." He looked like he was going to say more but changed his mind.

"Just think about it." He said and left the bar.

Neena was sitting at the booth when the dwarf returned. "What did Irish want?"

"A job offer. I take it you finished your phone call. What did Agent Bryan want?"

"He's got a deal up in Canada. You could come with."

Neena shook her head. "Canada doesn't suit me. Besides Eugene, I've heard of some bad things about Canadian ops."

The now identified Eugene shrugged. "You take care Domino. There aren't many of us mercs left from the old crowd."

Neena shrugged. "That's because they followed that ass hat Stryker. And that's why I don't like Canada. Whatever happened broke up the old Pack. And Wilson vanished soon after." Her thoughts of the old mercenary group made her wonder what happened in Africa that broke up one of the best merc groups around. She had missed out on the job as she had been in Japan dealing with the Yakuza.

She drank her beer. "Remember to keep your head down." She warned

He gave her a grin. "Have no fear, the Puck is a free spirit." The two mercenaries sat and drank, the napkin that had been on the table found its way into Neena's pocket along with the card.

XX

(Washington)

Deep in the bowls of an underground facility a clandestine meeting was taking place.

"Mr. Lighter, how goes the preparations?" a man in black asked.

"The Suicide Squad is coming along nicely. The CIA may have allowed Xavier and his freaks to escape, but with our agents prepared we will take the war to them. What happened down near Cuba will not be repeated sir." Lighter said as he flicked a lighter open and closed.

"Using mutants to hunt mutants." The Man in Black said with disdain.

"It is the only way for now. We don't know enough about the mutant menace. But given time we shall create weapons that will put us on the board and eliminate them." Lighter said.

"Tell me about them? This Suicide Squad." MIB said.

"Right now there's only six that have survived the indoctrination. We managed to erase their memories with a chemical…"

"Mr. Lighter, I don't want the same details I've read in your reports. Tell me about the agents." MIB commanded.

"Very well sir. As I said there are only six. The first is Crush. His ability is the manipulation of gravity. He was one of the first we found ten years ago." Lighter showed a monitor where a young man was in a cell.

"Next we have Quake." The screen showed a woman asleep in her cell. "She manipulates earth and has caused earthquakes up to 9.8 on the scale." Lighter said proudly.

The screen showed a man with rat like features as well as a tail. "Rassiter. While not impressive looking, his ability to control rats makes him the teams infiltrator. He also has a minor healing factor. We found him in the sewers of Venice." Lighter said.

The next cell shown was blank.

"Is the camera broken?" MIB asked.

"No sir. Purifier releases light strong enough to blank the camera, he doesn't do it on purpose."

"He radiates light?" MIB asked.

"He does, as well as generate weapons of light such as swords, daggers, staves." Lighter said. MIB stroked his chin in thought.

"Next is Harpoon. We got him from Genosha. He has the ability to create energy harpoons that explode." Lighter saw MIB was getting bored.

"And then there's the team leader. He has the ability to manipulate a targets blood."

MIB looked at him. "Meaning?"

"He can use a person's own blood to kill them. He can harden it, or set it on fire burning a person alive with their own blood from the inside out. We gave him the name the Executioner, and he is the team leader."

MIB shook his head. "I want a human in charge Mr. Lighter. Find a soldier skilled in combat. Outfit him with the best tech we have."

Lighter looked uncertain. "We have one agent. He survived the attempted augmentation."

"Then put him in charge. I want this team ready for the field in less than a year. If they aren't ready, then I will find someone to make them ready, am I clear?"

"Yes sir."

The Man in Black had seen how Xavier had wiped the minds of those fools. How he used them. He had seen how the group of mutants had taken control of two fleets arsenal and nearly succeeded in using them against the Russian and American fleets.

He knew Canada and Russia were making teams and there were reports that the Britain's were as well.

"This squad will be our first step in halting the mutant menace the only way they will understand." MIB said as he entered the lift and returned to the surface.

XX

(Hotel)

The meeting with Alison Blair had gone well not smooth as her aunt had been rude, bigoted and had signed all rights of her niece over telling Xavier to "Take the little freak. Drown her for all I care."

Alison was now with Ororo and Janet in their room. Naruto adjusted his tie and was getting ready to go with Charles to the orphanage to meet the other prospective student.

The knock on the door pulled him from his thoughts. "Yes?"

The door opened and Ororo came in followed by Alison and Janet.

"Let me guess, you three are plotting world domination thru excessive amounts of shopping?"

"Not at this moment. But maybe later." Janet said.

"We were going to take Alison out, she didn't get out much." Ororo said. "And we wanted to see if you wanted to come along?"

"Can't. Charles asked me to go with him to meet the new mutant."

Ororo took the moment to look at her friend. He looked good in a suit. She walked up and adjusted his tie.

"Lookin' good there whisker boy." Janet said and gave a wolf whistle. Alison blushed. She was rather withdrawn due to the verbal abuse from her aunt, but Naruto knew Ororo and Janet would fix that.

"Thanks." He said to all three. "I'd prefer to be in jeans and a shirt, but Charles wants to make a good impression."

Ororo found it hard to move her hand away from his tie, even though she was done adjusting it.

Sean broke the silence rapping on the door frame. "Let's go boyo. The cars ready and the Professor is in the lobby."

The Irish mutant looked and smirked. "Dazzle the ladies later. Haul ass." And with that he was out the door.

Naruto flushed and quickly chased after him, leaving three teenage girls alone in his room.

Janet counted and then grinned. "Alright ladies, he's gone and his wardrobe is open. Let's get busy."

They attacked Naruto's clothes, some of his favorites vanishing into their own room while newer clothes took their place.

"Why are we doing this?" Alison asked.

"Because. Naruto is a guy. If he could get away with it he'd be in t-shirts and shorts all the time." Janet said quietly as she took two of Naruto's shirts with plans to make them her sleep shirts.

"And with the clothes we got earlier, he'll be wearing top fashion." Ororo said, not admitting that some of Naruto's shirts and boxers made their way into her belongings.

Alison trusted the other two took a shirt as well. She smelled it and mentally noted that it smelled of outdoors and a strange smell she would later learn was ramen.

Ororo opened a drawer and froze. She pulled out a photo, then backed up to sit on the bed. She sat there staring at the photo until Janet was there.

"What ya got?" she asked.

Ororo looked at her. "This is a picture of Naruto's parents. Its the only one he has." She said. She recalled how when they were younger how the blond would stare at this photo for hours.

"Wow, he looks a lot like his dad." Janet said.

"Really?" Ororo said studying the blond man in the picture with the obviously pregnant red head.

Alison looked over her shoulder. "I think he looks more like his mom." At the look from the other two she pointed at the woman in the picture. "She has the same look in her eyes as Naruto. The same fire…the same spirit."

The three studied the photo, each thinking about the blond whisker marked teen.

Janet broke the silence giving Ororo a shove. "We can daydream about Ororo's boyfriend later. Remember why we're here girls."

"He is NOT my boyfriend!" Ororo said although silently she didn't mind the phrase.

Three teenage girls laughed as they raided the blonds clothes.

XX

(Orphanage)

Naruto had been having a feeling ever since they left the hotel. Shaking his head he turned as the door opened and the matron led a sulking brown haired teen in.

"Nate, Mr. Xavier would like to speak with you." The woman said. She looked at Charles who smiled.

"I'll be just down the hall, call me if you need me." She said and left. Silence filled the room for a minute.

"Hello Nathan. I'm Professor Charles Xavier and this is my ward, Naruto Uzumaki."

The teen stared at them. He furrowed his brow and Charles smiled. He leaned forward and cupped his chin in his hands, while placing a finger against his temple.

_:::Its not nice to project commands to others like that.:::_

Nathan jumped. "You…you can talk?"

Naruto snorted and Charles gave him a look.

"I can. I've been told its rude to do it when others are part of the conversation." Charles said gesturing towards Naruto.

Nathan looked at them. "What do you want?" he finally asked.

"I came to offer you place at my school, where you would live and learn."

"And what do you have to teach me?" Nathan said in a surly tone.

"How to properly use your gifts for one." Charles said.

"I am figuring them out just fine." Nathan said.

"Yes. Using your telekinesis to steal." Charles said with a tone of disproval. "Or bullying others at school with your telepathy."

"So what! They're just flatscans."

Charles felt cold. "Where did you hear that phrase?"

"Around." Nathan said crossing his arms. "Its what they are."

"No. they are much more than that." Charles said. He looked at Nathan and continued.

"Another thing you'll learn is restraint." Charles said.

Nathan realized his telekinesis was active as the chair next to him was floating. He shoved it down, and it landed with a thud.

"You'll be around those your own age and…"

"So you'll take me from this hole, give me a place to stay and eat and all I have to do is follow your rules?" Nathan said cutting him off. "Fine. Its not like I have anything keeping me here."

"I'll go and speak with the Matron. Naruto, why don't you talk with Nathan." Charles said and rolled out of the room.

The two teens eyed one another.

"Are you a telepath too? I can't read you." Nathan asked.

"No. I live with Charles and he taught me how to shield my mind." Naruto said.

"So, is he for real?" Nathan asked.

"Very. He believes in a day when Mutants and humans can live together. But until that day we are on the fringe of society where we learn and grow. And at times protect humans from others like us."

"Why protect them? They attack us for being different." Nathan said.

"Because we can be better." Naruto said.

"Sounds like a dream." Nathan said.

"Some dreams become reality if they are nurtured enough." Naruto said. "If I thought like you, my home village would probably be a crater by now."

Nathan snorted. "You don't look that tough."

Naruto smiled. "Let me tell you something. Some of the most dangerous beings look like the weakest."

"What does that mean?"

"You don't interact with girls much, do you?" Naruto said with a grin knowing that Janet and Ororo would eat him alive.

XX

(Boston)

The Hellfire Academy was quiet.

Emma looked around, nodding at the changes.

"Ms. Frost."

She turned to her first student. The red haired teen entered the headmistresses office.

"Angelica, what seems to be bothering you child?"

"Ms. Black asked me to tell you that she's gone to the airport to pick up the Callasantos sisters and there is a woman here to see you."

Emma frowned as she reached out with her mind. She pulled back. "Send her in and head down to the classroom and start on chapter three of biology."

Angelica Jones nodded and left. Emma had recruited the young girl and smiled at the thought that Xavier didn't know about her.

She was pulled from her thoughts as a black haired woman with pale skin and wearing a black gown and corset that looked like it came from the Victorian age.

"Selene, what brings you to Boston?"

"Spare me the face pleasantries Emma. I am here of Hellfire Club business. With Sebastian dead I as the Black Queen have been left in charge. I came here to enroll several students in this school of yours."

Emma's brow furrowed. "Why?"

Selene smiled showing fangs. "Because it amuses me."

"Come in now." She commanded.

Two teenage girls entered. "This is Tracey Fitzroy and Shikozu Shaw."

"Shaw?" Emma asked.

"Yes, yes. It seems our dear Sebastian has several bastards running around. He left Shikozu here in my care and now I leave her in yours." Selene said with a bored tone.

Emma studied the pair. Fitzroy she probed and found her of asian and british descent. The girl had her hair cut to her shoulders and dyed green. She sported several earrings.

Shikozu Shaw was nothing like her father. Her short black hair was spiked and her jade green eyes held a lot of anger.

"And what do they do, that would qualify they to the Academy?" Emma asked.

Selene smiled. "Tracy here is a vampire of sorts. She drains a persons energy and can use it to create energy blasts and teleportation portals to places she's been."

Emma made a note of that it would be useful. _Have to plan a travel course for her._ She thought.

"And Ms. Shaw?"

Selene put a hand on the red head's shoulder.

"Show her." Selene commanded.

Shikozu stepped into the middle of the room and concentrated. Things began to shake and she stared at the chair before the desk. Emma watched it rattle a bit and then crush down and splinter as if stomped on by an invisible force.

"Telekinetic?" Emma said.

"Gravity." Selene said.

Emma looked at her. "What are you after Selene."

"I know of your plans to go after Xavier and his brood. Do so. I will keep Magneto distracted."

"It will take time." Emma warned.

"You'll have it." Selene said. "I expect you girls to listen to Ms. Frost as if she were me, am I clear?" she said to the waiting teens.

"Yes Ma'am." Both said standing ramrod straight.

"Good. I leave you to your school for now Emma, but know this we shall be meeting to name a new Black King and White King in the near future. As our White Queen, I expect you there when the time comes."

Emma watched her rival go. She looked at the two teens. "Go to the classroom and join Ms. Jones. She'll start you on the assignment."

She watched the two go. _Shaw, what plans did you have in place? How many children do you have?_

Shaking her head she looked at the file on her desk for the next students she planned to recruit. _Donald Pierce and Martinque Jason. Yes, both of them will do nicely when it comes time to crush Xavier's school._

XX

**AN: Okay first off this won't be a harem. Ororo/Naruto will be the main pair, but there will be some other dates before they settle into a relationship. I might show Alison's meeting in a flashback later. I had trouble with it as I kept hating how it turned out, so I skipped it.**

**And the enemies keep piling up. Mr. Sinister, Emma Frost and her Hellions and now a government sponsored kill squad.**

**There are going to be twelve X-Men. I hope you all are surprised by my choices. Next chapter a day at the Institute as the teenagers get to know each other and the arrival of Domino and perhaps a fight (maybe).**

**No there won't be any Rogue, Wolverine, Kitty, Bobby and such. This takes place between First Class and the first movie. **

**I think the Hellions will be a surprise people. Some of them will be my own creations. Some will be revamps like Shaw & Fitzroy. **

**TTFN ~ ESM**


	6. Chapter 6

Naruto & the X-Men Second Class

Disclaimer: I don't own Naruto nor the X-men nor am I making anything from this. Please no flames and if you don't like it don't read it.

Chapter 6

(Xavier Institute)

The flight to Kentucky had been quick. Paige had joined them with the blessing of her parents. It had taken nearly an hour for her to finish saying goodbye as her younger brothers and sisters refused to let her go. One held on tight enough that when she had separated her skin had ripped and left her looking like an iguana.

Naruto looked over to where the girls were running the obstacle course and shook his head. Alison, Paige and Janet were not used to the physical pace Naruto set and while Nate gave it a try he too was panting on the ground.

Ororo looked and shared a grin with Naruto as she was used to this after several years.

"Come on, Paige you should have more endurance than that." Naruto called out and the slim blond Kentucky farm girl gave him the finger in answer.

"Alright Naruto, keep going and stop tormenting the others for their lack of conditioning." Hank called from the patio.

The others groaned and watched as Naruto and Ororo continued to run their laps. Hank walked over. "Any of you clinically dead?" he said, his feline like features failing to hide the laughter on his face.

"If I say yes, can I lay here?" Janet said panting.

Nate groaned and shot a look to where Naruto had gone. "That can't be natural."

Hank did laugh. "Naruto and Ororo have the advantage in that they have been doing this for years. In a couple of months you'll look back at this and laugh."

"Can Forge build a time machine for us then?" Alison groaned. "I thought I was in good shape from dance lessons. This is just…"

"My Pa would be having him at work on the farm." Paige said as she sat up. "He's got more energy than a wild stallion."

Hank chuckled. "Why don't you all go inside and shower. We'll be holding science class in an hour."

More groans and he watched them go. The last was Nathan Winters.

"Yes Nathan?" he waited for the young man to speak.

"I don't see why we're doing school work in the summer." The telekinetic said.

"Because some of you have skipped school and need to catch up with you year mates, and getting the answers from someone else's mind doesn't teach you to think for yourself."

Nathan grunted. "So are we all the freaks here at Mutant High?"

"We are not freaks Mr. Winters. And no, the Professor has several more students he wishes to add to the current group."

"You say we're not freaks, yet you walking down the street causes a stampede. The old man better wake up before we all end up dead."

Hank watched the young man go. "There is a lot of anger in that young man."

XX

Inside Janet left her room and smiled at being clean. She looked at Paige and cocked her head seeing the other girl still wearing her training clothes, but she looked clean.

"Hey, Hayseed, what give?"

Paige smirked as she held up a garbage bag. "I managed to shed into clean skin."

"Gross!" Janet said.

Paige shrugged. "It was the first time I was able to control my power where I didn't come out with something weird."

"So that meditation thing helped?" Janet asked.

"Yeah. The Professor and Naruto helped a lot over the last few days." She looked at Janet. "What about you?"

"I've managed to keep my size without shrinking. Occasionally I hit something with some weird energy. Dr. McCoy has me scheduled for some tests this afternoon."

"Tests, tests, tests." Paige said. "But I guess its necessary since it helps us understand our powers." She looked around. "Do you know what Naruto can do?"

Janet was going to answer when they heard Alison singing.

"That girl has some pipes." Paige said. They walked down the hall and opened the door. They heard the singing coming from the bathroom and sharing a look the sneaked in.

they listened as Alison sang a couple songs before they realized their blond friend was still in the shower. Paige spotted several globes of multi-colored light floating around.

"It looks like a disco." Janet said.

In the shower Alison stopped singing. "WHOSE OUT THERE?"

"Easy there songbird, just listening to the master performance." Janet said.

The only sound heard was the running water and the two girls could hear the embarrassment. Finally Alison spoke. "You think I'm any good?"

XX

Sean smiled as he pressed the gate control. He headed for the front door as Naruto and Storm entered from the back.

"Get cleaned up and have the others gather in the living room." He told them.

"What's up?" Naruto asked.

"The new head o' security has arrived. An' since the Prof ain't here right now, its best to get introductions out of the way."

"Whose with the Professor?" Ororo asked.

"Forge went with him an' Alex to meet with the lawyers. Don't worry, Hank is still here."

"We weren't worried about that." Naruto said.

"We were worried if you were teaching again." Ororo said and Sean pointed for them to go upstairs. They laughed and he shook his head and muttered after they were out of sight. "Mess up one lesson an' they never forget it."

Stepping out he watched the Harley roll up the drive. Its lone rider telling Sean all he needed to know. When the bike stopped and the rider dismounted, Sean walked up.

"Had me worried there for a while. Glad ye took the job." He said in greeting.

Neena removed the helmet and shook her hair out. "Where do I put my ride?"

Sean motioned for her to follow, leading her towards the garage.

"Do you want to stow your gear first and meet the students, or explore the grounds?" he asked.

Neena paused as she parked her bike just outside the garage. "When you say students, how old are we talking about?"

"Fifteen and sixteen." He said.

"As long as I'm not expected to wipe runny noses or bandaged scraped knees." She said.

"Aw, but I bet ye'd look great in one of those little nurses uniforms." He teased and held up an empty hand when her own hand went to her back. "Peace lass. An' don't be pullin' guns on the students. The Professor has rules about that."

She looked at him. "Your serious?"

"Aye. The Professor himself was shot. He understands ye havin' 'em, but he might ask you to keep 'em locked in your room."

They walked towards the mansion, her bags slung over her shoulder. He noticed the name stenciled on them. "So, Domino is it?"

"Yeah. Because I shoot and things fall like dominos."

Sean shook his head. "Again, no shooting the students. Oh, an' there will be no alcohol on the grounds."

"Say what?" Domino stopped. "Your telling me I'm here and I can't shoot people and now I can't have a drink?"

"There's a pub down the road in Salem an' the other way at Bayville. Both are a mile from the end of the drive."

He took her by the arm. "Come on. Time to meet the children."

"I'm still armed Cassidy and while I can't shoot a student, you failed to mention that I can't shoot you." Domino said with an edge of steel in her voice.

Sean gave a chuckle and opened the door motioning her thru first, meanwhile his eyes looking for possible meat shields to hide behind.

XX

(New York)

"I don't mind coming to see you Charles. You coming all the way to Hell's Kitchen…"

Franklin Nelson said as he sat across from his client.

"I just want to make sure the papers are filed quickly." Charles said.

"Two more have become your wards. Ms. Blair and Mr. Winters." Franklin asked for clarification.

"Yes. And Paige is enrolled but her parents still retain their rights."

Franklin looked over the contracts. "And Mr. Forge wants me to file the patent rights for several of his inventions?"

"That is correct." Charles said. "With Senator Shaffran sniffing around, I want everything on the up and up."

Franklin took a bite of his meal as he wrote with his other hand on a notepad. "You know Charles, your entering territory I'm not very skilled at. I could recommend a friend."

Charles looked at him and fought the urge to enter the man's mind.

"Vange Whedon…well Evangeline Whedon. She moved here from LA and needs clients. She would be better suited for the variety of tasks. I'm a simple criminal lawyer."

Charles sighed and then nodded. "I'll contact Ms. Whedon when I get back to the Institute then."

"No need." Franklin said and waved for someone.

Charles was surprised and turned his head to see the young woman approach. "Charles Xavier may I introduce to you Evangeline Whedon. Vange, this is Professor Charles Xavier the client I was talking to you about."

"Ms. Whedon." Charles said taking her hand and kissing the knuckles.

"Oh, a charmer. And its Vange. I think we're going to get along just fine Professor Xavier."

"Charles." He said giving her a warm smile. "I'm afraid Franklin surprised me with you."

Vange shook her head. "Foggy here has that habit. It comes from his unpredictability in the court room."

Franklin smiled as he watched the two talk back and forth. With his good deed done, he could focus more on the small criminal cases.

_Some of the things Charles wanted me to look into were giving me a premature ulcer._ He thought, content to allow the two to flirt and talk business.

XX

On the street Forge and Alex were moving amongst the various shops. They didn't notice a figure following them. They were leaving an electronics store when Alex saw a reflection in a store window.

"Forge." He hissed.

"I saw him." The Native American mutant said in a low voice. "On the right, lets take the alley."

Alex nodded. They stopped to get some apples from a vendor and spotting their tail they broke into a run and rushed down the alley. They exited and took up positions on either side and waited.

They didn't have to wait long as they heard the footsteps rushing towards them and at the last second leaped out.

The explosion knocked them back against the wall and when they recovered they saw who attacked them and it was Alex who identified their attacker/stalker.

"Gambit?"

"Hello mon ami." The Cajun mutant said with a smile then reached down to help them to their feet.

"Why the hell were you chasing us?" Alex demanded.

"I needed to speak away from prying eyes." Gambit said. "I'm being followed and couldn't come to the Institute."

Alex quickly introduced Gambit to Forge. "Now what's got you spooked?" Alex asked.

"I found another young 'un, but with the danger following me I couldn't bring it to your doorstep."

"Where's the kid?" Alex asked.

"I stashed him nearby and was trying to figure out how to contact the mansion when I spotted you walking the streets."

They were interrupted when several men appeared at the end of the alley.

"Looks like they caught up with me." Gambit said pulling out his collapsible staff.

"Is it always like this around you?" Forge asked Alex.

Havoc smiled. "This is nothing. Both of you get behind me and stand back."

The men started coming down the alley and Alex noticed they were wearing masks and carrying rifles.

"Fella's, you might want to leave. This is your only warning."

"I don't think they believe you." Forge said.

"They never do." Alex said and focused and the crimson energy started swirling around his body and with the newer directional device under his jacket, the red blast cannoned down the alley bathing it in red light.

XX

(Boston)

Emma smiled as her students finished their assignments. She looked up seeing her assistant.

"Yes, what is it Tessa?" Emma asked.

The woman said nothing but held up a file. Emma took it and gazed at it. "Where did you get this from?"

"The Agent Mr. Shaw has at the FBI. He sent this and has managed to bury the reports. He suggests we get to LA before she makes any more waves."

Emma looked at the file. "My, my. How did Xavier miss her?" she wondered.

"You also have a call waiting from Mr. Elijah Stern."

Emma reached for the phone on her desk.

"Eli, it is good to hear from you." Emma said with fake warmth.

"**Keep the platitudes. The price for the job is one million, non-negotiable."**

"Of course. But can you do the job the time frame I've stated?" Emma said.

"**As long as you and the brats aren't there getting in my way, I can have the training center you requested in one months time. The materials are going to be expensive as many of them have to be made ahead of time."**

"That will be fine. I planned on taking my students to Europe for the next three months." She told the inventor. "My security operative will be the only one here."

"**Then, I'll start Monday. The money better be in my account by then."**

"Half now and the rest when the job is done." Emma said.

"**One question for you Frost."**

"And what would that be?" Emma asked.

"**Where did you get these blueprints? They are unlike anything I have ever encountered."**

Emma gave a laugh. "Let's just say I know someone who knows someone and leave it at that." She hung up and looked at Tessa. "Make notes for the Tinkerer."

She stood and headed for the door.

"Yes Ms. Frost. Where will you be?" Tessa asked.

"I am going to speak with Wither. Our security needs to know who he can and can't feed on while we're gone." Emma said and walked away missing the shudder that Tessa had when Frost mentioned the mutant in the basement.

XX

(Xavier Institute)

"Remember to read pages 237 to 245 for next weeks discussion." Hank McCoy said as the bell chimed ending class.

He watched as the "students" gathered their books.

_Last week we had only two students, now we have six._ He had to admit it was nice teaching.

"Mr. McCoy?" Janet called to him.

"Yes, Janet, you have a question?"

"Its about one of the earlier chapters." She said.

"That's okay. We are a school and questions are encouraged." He told her.

"The book mentions the crisis in Cuba, but it doesn't mention the involvement of mutants." Janet began.

"That's true." He said and noticed all of the students were listening.

"Why not? You were there and if not for you and the X-Men there would have been a lot of people dead."

Hank sighed. "Humanity as a whole is not ready for the revelation of mutants. The Professor decided to wipe the incident from the minds of those who had been there. They believe that it was a near thing."

"But why?" she asked.

"Because of Magneto." It was Naruto who answered and the others looked at him.

"That, is partially right." Hank said.

"But why protect him? He was willing to attack all those people." Janet asked.

"Wouldn't it be better if they knew?" Alison asked.

Paige holding her books to her chest shook her head. "It would be like the Salem Witch trials."

Hank nodded. "That's right Paige. Mutants as a whole would be painted with the same brush that was used to smear Magneto. Humanity usually kills what it fears. And since we are the new boogie man so to speak."

Nathan snorted. "Yeah, and what's not to be afraid of? Its not like we grow flowers and things that are pretty."

The class looked at him. "Magneto alone is scary. Think about it. You have a mutant that just made two fleets stop in their tracks. You have the Professor who mind wiped several thousand people."

Hank didn't agree with the way was putting it, but let the younger mutant speak.

"Add in the mutants who were there that day and the humans are looking at extinction with but a thought."

"We are not going to war." Hank said.

"You can believe that Doc if it helps you sleep at night. Magneto I've heard is preparing for war and we should be to."

Hank watched the young telekinetic leave.

"Mr. McCoy, is Nate right?" Alison asked.

"No." he said. "No he isn't. Nathan is an angry either at the world or someone else." He looked to the students. "Magneto has taken things to an extreme. His whole life he's been hurt and he's going to lash out at those he feel are responsible. Sadly the one who was he already killed."

"Shaw." Naruto said.

"Yes. Sebastian Shaw." Hank shook his head. "That man manipulated both humans and mutants."

"Why?" this from Ororo.

"Power. Shaw wanted power. Magneto claims to be preparing for the day when humans and mutants go to war against each other. He believes in some of Shaw's propaganda."

"The Professor believes that we could live in peace, if shown the right way." Naruto said. "Some just have hard heads." He said looking back towards where Nathan had left.

Hank gave a chuckle. "I'm sorry Janet, we've veered off from your question I'm afraid."

"Its okay. It kind of was answered." Janet said.

Paige spoke up, "I want to hear more. This Magneto sounds ominous." The Kentucky native said.

"He is that, and so much more." Hank said as he mentally remembered the early days and Charles and Erik around the Institute and searching for other mutants to join their cause to stop Shaw.

"Well you all better head out. I think Sean and Domino have something for you."

He watched the others leave.

"Hank?"

He turned to see Naruto standing there.

"What's do you need?" the felinoid mutant asked.

"I wanted to know if you asked Charles about taking the Blackbird somewhere remote so I can test my power."

"Not yet. I was going to ask about your ninja training and what you decided to do?"

"Well the tree climbing and water walking exercises were useful. But with my control over water and earth I have other methods…and you are right. Using chakra does something to my mutation. How is that scanner coming?"

Hank motioned and they began to walk thru the mansion. "Forge took it apart." He said.

"What? Why?" the blond asked.

"He said it was defective. He's going to remake it and get it back to me by next week sometime."

Naruto shook his head. "I thought it was bad enough he disassembled the appliances in the kitchen."

They entered the foyer. "Well you better go put on your workout clothes. Sean and Domino are waiting."

Naruto shuddered when the woman introduced herself as Domino and told them she was going to make them the toughest bastards out there, but to do that she would push them to their limits and beyond. "Even if I have to shoot you to do it." She said minutes after meeting the students of the Xavier Institute.

_Where does Sean meet these people?_ Naruto wondered as he climbed the stairs to head to his room.

XX

The night saw the return of Forge and Alex and a new student called Garfield Sydney. He was fourteen and had snow white skin and no hair with red eyes. "Welcome to the Xavier Institute Mr. Sydney." Hank welcomed him as the Professor was still in New York.

"Call me Morph." The fourteen year old said bravely from behind Alex.

Hank looked at the two with unasked questions.

"Gambit." Alex said explaining how they came into guardianship of young Morph. "He had some wacko's with assault rifles chasing him and the kid." Alex said.

"Well, Gar…I mean Morph why don't we get you something to eat. I've been around both these gentlemen and they tend to forget that young men need to feed."

"Its okay Mr. Cookie Monster, I'm used to not eating. My dad said freaks don't eat."

Hank smiled at the nickname but frowned at the rest. "Nonsense. You're no freak and lets go eat. I think one of the students has jar of cookies hidden and I for one know they go very well with ice cold milk."

Hank led Morph to the kitchen and left him in the capable hands of Ororo and the others he returned to find Alex alone as Forge had retreated to his lab, "Work to do and Widget needs to be supervised." The mutant inventor said.

"Now what happened? And why did you leave Charles alone in New York?" Hank asked.

Alex smirked. "He was hardly alone. And his companion told us she would get him back in the morning."

Hank's widened his eyes. "She? Last time we left Charles alone with a woman, they were married and divorced in the span it takes for Naruto to study algebra."

"Well if you don't want to know…" Alex said in a teasing voice.

"Are you out of your mind? Tell me about the next Mrs. Charles Xavier." The two went towards the living room talking like two old maids.

In New York a certain mutant telepath who was sitting across the table from his new lawyer shivered.

XX

**AN: Seven students down, at least five more to go. The Hellions tour Europe and the X-Men get to meet a relative who comes knocking. **

**Yes I borrowed the Suicide Squad idea from DC, but they will be different and no there is no crossover dimension here.**

**Role call. Suicide Squad…check. Hellions…check. Mr. Sinister…check. Second Class…check. Insanity on its way…check and check.**

**I've been hit with letters complaining certain characters are OC...dude…this is set in the movie-verse. Here they have Alex older than Scott. Juggernaut is a mutant. The first x-men weren't Angel, Beast, Marvel Girl, Iceman and Cyclops. Even in the comics they are no longer the first X-Men.**


	7. Chapter 7

Naruto & the X-Men Second Class

Disclaimer: I don't own Naruto nor the X-men nor am I making anything from this. Please no flames and if you don't like it don't read it.

Chapter 7

(Xavier Institute)

"DODGEBALL!"

The group of teens scattered as the red rubber ball sped towards them.

"HEY WATCH IT!"

Naruto caught it off the bounce, spun and fired it back at Hank who was smiling like an overgrown kid.

The ball was caught by Sean; using his sonic scream to slow it and then catch it.

"Hey!" Naruto yowled. "No Fair!"

Sean chuckled. "What's the matter lad?"

"You used your powers." Janet said.

"Never said I couldn't." Sean answered tossing the ball up and down.

"Stow the bragging and throw the damn ball already Irish." Domino ordered.

"Aye! Right on that lass." He said and caught it and threw the ball towards Janet.

It stopped and spun in the air.

"Wha?" Sean asked and looked to see Nathan smirking. "If we can use our powers, then you are so screwed."

The telekinetic tossed ball sped towards Sean at the speed of a runaway bus.

Hank leapt caught it and tossed it hitting Nathan in the chest.

"Using your powers is one thing Mr. Winters, knowing how to use them is another thing. And you are out."

Nathan sputtered and then growling went to the bench where Professor Xavier was watching from his wheelchair.

"Better luck next round Nathan." The older telepath said.

"How the hell did he catch that?" Nathan asked as he sat on the bench.

Charles chuckled. "Hank's physical prowess is tied into his mutation. He's physically stronger and faster. His hand eye and foot coordination is better than a normal humans and surpasses those of a top tier athlete."

They watched as the simple game of dodgeball got dangerous as Ororo used a small tornado to fire the ball back at Domino, Sean and Hank in the students versus teacher pick up game.

Janet was tagged by the return volley from Domino and the perky girl was out.

"Hey, where's Alison?" she asked.

"Ms. Blair wanted to finish her paper for English, and I think Paige said something about enjoying a quiet time in the library."

They watched as young Morph transformed into a white gorilla and caught the ball and fired it back. Domino's eye glowed and the ball exploded several feet away from her face.

"Um…what just happened?" Naruto asked looking at the remains of the shredded ball.

Domino looked at it and sighed. "My bad." She said and walked away.

"I guess gym class is over." Janet said.

Naruto watched where the white skinned woman went.

He looked at Ororo who touched his arm. The two friends shared a look and then turned to look at the Professor who had a thoughtful look on his face.

"Why don't you all go and clean up." Hank said.

As the students left Hank looked at Sean and Charles. "It seems Domino has a gift and it's not her sharp shooting."

The adults looked to where the new head of security went.

Sean shook his head. "Well I'll leave that for you brains ta figure out. I got a few more days before I head off and report in for Interpol."

Charles smiled. "Don't worry about things here Sean." He looked at the students as they entered the mansion. "We're in good hands."

XX

Friday rolled around and Domino was checking the grounds when she spotted a limo pull up to the gates. She walked up "Can I help you?" she asked the driver.

"Senator Shaffran to see Charles Xavier." The driver said.

Domino checked the schedule and grabbing the phone dialed the mansion. "Put the Professor on." She said.

"**Domino, what is it?"** Xavier's voice came back down the line.

"There's a limo here at the gate. The driver says that a Senator Shaffran is here to see you, but there was nothing on the sheet for today."

She heard some papers and a bit of muttering. **"Allow them in, and escort them up."**

The line disconnected and Domino hung up. "I'll open the gate and follow me up the drive." She hit the gate buzzer and jogged up the drive with the limo following behind her. _Flying would be a useful power. Or Kestrel's teleportation ability._ She thought of former mercenary with envy and wondered for a moment what had happened to him.

She reached the entrance and stopped watching the limo pull up and stop. She wasn't winded from the short run.

The doors to the Institute opened and Charles rolled out with Naruto and Ororo. "Sorry about this." The Professor said to Domino. "I thought the senator would have called ahead before showing up."

Domino didn't answer as the driver opened the door and the Senator stepped out.

"Xavier." Senator Shaffran said.

"Senator." Charles greeted the man. "I thought your secretary was supposed to call in advance?"

The man waved it off. "I decided that since I was in the area, I would take a look at this school of yours." The man was followed by an aide who looked nervous as he carried the Senator's briefcase.

"Yes, well…these are two of my students…"

"Yes, mutants." Senator Shaffran said and no missed the distaste in the man's voice. He looked at them. "So I take it Xavier is teaching to attack humans."

"No Senator." Ororo said stepping on Naruto's foot to keep the blond from saying something she knew would be offensive. "This is a school Senator. We are here to learn not only about the world but ourselves as well."

"You mean how to attack humans."

Ororo looked at Charles. "Why don't we start with a tour?" Xavier offered.

The Senator and his aide followed, Naruto pushing Charles in his wheelchair.

"As you can see, I've been opening my home as a school. Right now a few rooms have been converted into classrooms and as time goes and we gain more students rooms will be opened as needed." Charles said.

The Senators aide looked around. "And what subjects will you be teaching?"

"All of them. History, science, biology, mathematics, literature." Charles listed and looked at the Senator. "Right now until all the certifications are in I've arranged for my students to go to nearby schools."

"And are these school's aware that they will be harboring students, some of them packing enough power to equal a nuclear bomb?" the Senator sneered.

"No. And as you and many in the oversight committee know and agreed to that the existence of mutants to the general public remain low ley."

The Senator looked at Charles and then looked away. "That won't last with mutants popping up all over the place."

"Mutants aren't new, they've been around for centuries, but with things being more mainstream and the media growing as it is, you are right the anonymity of mutants won't last forever."

They showed them around, the two classrooms. "Upstairs is the dormitory, the boys in the right wing and the girls in the left."

"And the staff?" the aide asked.

"The staff rooms are on the third floor." Charles said. "Here is the mess hall. I converted the dining room and as you can see the kitchen is right off thru there."

The tour continued to the backyard. There the swimming pool, tennis and basketball courts could be seen. As well as the obstacle course Sean had made.

"As you can see, we work on training the mind and body. Domino as head of security doubles as the Institute's gym teacher."

Domino waved to the Senator who scowled at her.

"So are these two your only students then?" Shaffran asked.

"No. Currently the others are getting ready for their biology class."

Shaffran gave a look of distaste. "Yes, well I believe I've seen enough." He turned and as they were passing thru the main hall they came across the students coming down the stairs. The others stopped and looked at the Senator who sneered at them.

They all turned hearing a commotion and saw a white monkey leap over the banister and transform.

"HA! I beat you all." Morph crowed and turned, freezing at the sight of the Senator and the Professor who smiled at him.

"Um…sorry Professor." Morph said avoiding the Senator's hard gaze and looked at the man whose home he was in.

"Its alright Garfield." Charles said then looked at the rest of the students. "These are my students Senator." He said. "Class, this is Senator Shaffran of the recently formed oversight committee to study the mutant problem." Charles said.

"There's a problem?" Alison said sounding shocked. "I thought there was more of a problem with employment and homelessness?" the others snickered.

Charles smiled. "Now why don't you all head to class, as I am sure that Hank is waiting for you all."

The small group continued all except Morph who seemed pinned to the spot by Shaffran's gaze.

"Come on short stuff." Naruto said. "You can be my lab partner." Naruto took the younger mutant by the shoulder and led him away.

Charles watched the senator, the fact he couldn't read the man's mind and the looks he had given the children was flashing warning bells in his mind and when the senator left he breathed a sigh of relief.

Once Domino came back after escorting the limo to the gates he looked at her. "Get with Forge and make sure the cameras are active." He told her.

"You read something off of him?" she asked.

"I couldn't read the Senator at all. His aide's mind was filled with reports as well of fear of mutants from what he's heard from the senator and that was it."

Domino took several steps when Charles called to her. "I'd suggest keeping one of your guns."

For Charles to admit that sent warning bells thru Domino like an adrenaline shot in combat.

XX

(Limo)

Shaffran slumped in his seat as Mr. Sinister released control.

"What do you think?" he asked the aide who looked at him blankly for a moment then the man's eyes flashed red. "I'd say take them all Mr. S."

Sinister sat back in his seat as the landscape sped by. "Contact Mr. Adams. I want him to go ahead with his plans."

"What about the school in Boston?"

Sinister smiled. "Let Frost play her games. Tell Mr. Adams that he can include them. I want him ready in six months."

"Gottcha Mr. S." the person in the aide said.

"Oh, and Malice make sure that I am pleased with the results of this little game."

The aide slumped leaving Sinister in the car with two abandoned bodies and his thoughts.

XX

(Hidden Base)

Lighter sat behind the desk and looked at the man before him.

"Your looking well Colonel, any pain?"

the Colonel stood at attention. "No Sir. In fact I feel one hundred times better."

Lighter nodded. "I've brought you here Colonel because our nation is in danger from within. I am putting you in charge of a special unit." Lighter said. "Please sit. We have a lot to discuss and I hope to have your team ready in less than a year."

The Colonel sat and accepted the folders. "These are the current members of the Suicide Squad. The top folder is the list of potential recruits."

Lighter waited as the Colonel read the files. "Sir, may I ask a couple of questions?"

"You may."

"These specialists lets call them are well and good, but I'd like to augment the force with my own soldiers as well."

"Ah yes, your Reavers."

"Yes sir. There are only twelve of them left, but they are the best of the best sir."

Lighter became thoughtful. "Tell me Colonel, would they be up to the procedures outlined in folder two?"

The Colonel read it and nodded. "They would sir."

Lighter nodded. "Bring your men in out of the cold Colonel."

"And looking over these files I would like to chose the final members of the Suicide Squad as well."

Lighter smiled. "I look forward to your thoughts and input." Lighter reached over to shake hands. "Welcome to Humanity First, Colonel Mustang."

Colonel Tyson Mustang nodded as thoughts were going thru his mind on plans and tactics that would work with his Reavers and the Suicide Squad. Standing he saluted the man who as far as he knew was his superior.

XX

(Private Jet)

Emma Frost looked at the students she gathered.

_Just a few more to get and once the training facility is finished I can start training my Hellions to deal with Xavier and his X-Men._ She thought of the name with disdain.

XX

(Xavier Institute)

Charles sat before the fireplace in his office, lost in thought.

His thoughts were disturbed by the actions and of the man known as Senator Shaffran. He couldn't read the man, but the sheer hatred he saw in the man's eyes worried him.

On his desk were files with the names of five more students. He was going to wait till Monday and go and try and contact them.

A knock on the door pulled him from his thoughts. "Enter." He called out.

Hank entered carrying a chessboard. "Sorry I'm late Charles." The blue furred mutant said. "Forge and I were working on some of the systems for the Danger Room and I lost track of time."

Charles smiled. "Its alright Hank. I was just thinking of Senator Shaffran and what his coming here might mean for our future."

"Yes, the students were talking about him when they got to class. I'm afraid young Nathan was using that man to prove his point."

Charles shook his head. "And how is Garfield?"

"Morph was alright. Naruto kept him from thinking too much on it and once we got to talking about animals…"

Both men chuckled as the young shapeshifter was always eager to learn about animals that he could turn into.

"I fear that Senator Shaffran is going to cause us trouble down the road. The fact I can't read the man is troubling. Either he is a mutant with very strong mental shields…."

"Or?" Hank asked.

"That's what I'm worried about." Charles said looking at the chessboard thinking of his first move.

XX

The weekend came and went and Monday showed Domino loading the van. "Are you certain about this?" she asked Charles.

"Think of it as wilderness training. Alex will be at the airport with his brother and it will give you a chance to bond with the students."

"And your certain I can't take a gun?" Domino asked.

Charles chuckled. "While you're gone Forge is going to finish installing those security turrets at the locations you suggested."

Domino nodded, remembering going over the defenses and was happy the mutant inventor took her suggestions to heart. "And what shall you be doing? Visiting that lawyer?"

Charles smiled and shook his head. "Ms. Whedon is going with me to see some students who I hope will be in residence by the time you all come back."

"Great." Domino muttered. _I really need to shoot Cassidy for talking me into this._ She thought and caught Xavier's smile. "And you for talking me into this little trip."

"Have fun. And remember you're the adult."

Domino whistled. "Alright kids, everyone into the van." She called and watched as the others rushed out of the doors. Hank followed wearing a baseball cap and a flannel shirt.

"And you'll have Hank and Alex as back up." Charles said.

"I'd rather have a gun." Domino said.

_Six days in the woods with a group of super powered hormonal teenagers…I really need my head examined._ Domino thought.

_:::Your mental capabilities are fine. And the children aren't that bad. Naruto and Ororo will help you as well to keep the others in line.:::_ Xavier's mental voice said.

"He's the ring leader." Domino said heading for the van. "Move over Hank, I'm driving."

Charles watched the van leave and mentally sighed. "You think we should have told her?" Forge asked.

"No, at least not yet." Charles said. He'd gotten a call this morning from a contact at the CIA.

"Now I need to get ready as Vange is picking me up in an hour." He said wheeling back into the mansion.

"So who's the first student you're going to see?" Forge asked.

"Amelia Voght." Charles said. Then we're off to see one potential in Texas and then the last two in New York. One in Queens and the other in Manhattan."

"And you didn't see them already, can I ask why?" Forge asked.

"I spoke with the parents. You could say this is a follow up." Charles said.

"Sometimes I think you play games with us just to hear the sound of your own voice."

Charles smiled. "Well I have been told talking to one self is the first step to insanity."

"Ah, then as Naruto says your mostly sane."

Charles gave him a flat look as the inventor took the elevator down.

"Is it too much to ask that I get some respect?" he ran a hand thru his hair and smiled. "At least I have still have my hair."

XX

**AN: With admin cracking down I had to remove several of my stories. NILF, NILF a Marvel Adventure, The Fox & the Three Succubi. For some reason they removed He Said, She Said. The only reason I can think of was the Authors Note at the end. I am looking it over and will try to put it back in time. I came back from the holiday to find my story gone, no warning and no way to contest the injustice, just a spammed letter.**

**I was unable to post stories for a while. Lets see how this all goes. Meanwhile I'll look for a new home for my stories. Shame they couldn't I don't know add a new filter! Wonder how many good stories are going to be lost and how many great authors are going to say the hell with it and give up?**


	8. Chapter 8

Naruto & the X-Men Second Class

Disclaimer: I don't own Naruto nor the X-men nor am I making anything from this. Please no flames and if you don't like it don't read it.

Chapter 8

(Canadian Wilderness)

(Naruto & Janet)

"Why are we here again?" Janet asked looking around the wilds of Canada.

"Because Domino's turned our camping trip into survival training." Naruto said as he looked back over the ground they had covered. "I'm just surprised she managed to separate and move us all in our sleep."

"You think she paired everyone off?" Janet asked.

"Maybe. I wonder who she paired up." Naruto said as he shook his head at the amount of distance they had covered.

"Well with Scott there are eight of us." Janet said wiping her brow. "I'm a city girl, I don't belong out here in the wilds." She whined and looked as Naruto started walking up the side of a tree.

"Where are you going? And how are you doing that?"

"Stay there. I'm going for a higher elevation for a look around. As for how just one of my ninja tricks as Sean calls them."

She watched as Naruto walked up the tree as if he was taking a walk down the sidewalk.

"That is so cool." She said sitting down and pulling her boots off. She sighed as she wiggled her toes while waiting for Naruto.

Five minutes later Naruto came running down the tree trunk, leaping the last ten feet and landing in a crouch.

"Well?" Janet asked.

"We're several miles from that rock formation we saw yesterday. We could get a better view from there." Naruto said. "If we head this way we'll get to the river and we can follow it there."

Janet nodded and puller her boots on. "You lead, I'll follow."

XX

(Scott & Alison)

"Come on Slim, we're burning daylight." Alison Blair said as she started hiking.

"And how do you know where we're going?" Scott asked as he adjusted the ruby quartz glasses.

"Because I was a girl scout and we did a three day hike and I learned some things. Now as I've heard Naruto say during our runs around the estate, Haul ass Slim."

"Its Scott."

"Its going to be my foot up your ass if you don't start moving. I for one don't want to sleep out here without my tent of sleeping bag."

Scott followed behind her brooding about insane teachers and how he was going to get even with his older brother. _A hike in the woods he said. What could go wrong? I'm so blasting him when we find him._

XX

(Ororo & Paige)

"Would you stop doing that please?" Ororo asked as Paige was shedding skin from her forearm and leaving a trail.

"We need to know where we've been. For all we know we could be walking in circles." Paige said.

"Aren't you used to the wilds?" Ororo asked.

"I grew up on a farm. Pa and the boys did the hunting and camping thing." Paige said looking at her forearm. "Huh, that's new."

Ororo looked and saw the area where Paige tore skin from looking like it was made of lightening as it sparked and flowed under her skin.

"What were you thinking of?" Ororo asked.

"Um…the one time I went with them there was a real bad storm and lightening hit a nearby tree."

"Maybe you transformations are connected to your feelings as well as thoughts." Ororo suggested.

Paige poked a finger into the exposed lightening. "YEOW!" she yelped and pulled her finger back sucking on it. "Reminds me of the time we stuck on of ma's curlers in a light socket."

"Why would you do something like that?" Ororo asked.

"You never grew up on a farm, that was tame compared to some of the dumb things we did to entertain ourselves." Paige said and they continued walking.

XX

(Nathan & Morph)

"Will you take this seriously." Nate growled as Morph was currently an albino squirrel and leaping back and forth from trees.

Morph landed after shifting back to himself. "Come on, this is so cool."

Nate growled. He woke up with the younger mutant looking like a small gray bear cub snuggled against him. He had found the note from Domino telling them she expected them to make it back to camp.

"It is not cool." Nate snapped at the younger mutant. "We're in the middle of nowhere with no gear and a vague idea where the hell we're going."

"Dude, chill." Moph said. "I turn into something and climb a tree. See where we are and then we head in the direction."

"Why didn't you do that then?"

"Because you started walking and I followed you until you cooled down." Morph answered. Nate growled and Morph transformed into a monkey, scaled the nearest tree, vanishing into the treetops.

"I have camping." Nate said as he picked up a branch and snapped it.

XX

(Camp)

"You do know that they will get even, don't you?" Alex said as he sipped his coffee while sitting in a lawn chair.

"They need to do this. And Hank's keeping an eye on them with those floating cameras that Forge built." The mercenary said.

"Naruto's done stuff like this before. I'm more worried about Scott. He's not used to this, and the most camping he's done is with our grandfather at a campsite and some minor fishing." Alex said.

"I don't see what there is to worry about? Each of those kids could level a small village." Domino said.

Alex was about to answer when a rustling in the bushes across the camp drew his attention. "You do know there are wild creatures like bears and wolves, right?"

Domino didn't answer as a growl emerged from the bushes.

"It might have slipped my mind." She admitted as Alex stood.

"I thought you needed that device to aim." Domino said.

"I've gotten better." Alex said as the rustling and growling got more intense.

The roar accompanied the large shape that charged out of the bushes.

Alex focused and unleashed his power.

XX

(Naruto & Janet)

"What was that?" Janet asked.

"It sounded like an explosion." Naruto said and then focusing he ran up the side of a tree.

Janet waited and watched as he ran back down.

"What is it?" She asked.

"Explosion near the base where we set up camp." Naruto said. "We're several miles out and we still need to get to the river."

"What do you think it was?"

"Alex. And without the suit his aim's not perfect." He looked thoughtful. "Probably got attacked by wolves or a bear."

"Wolves!" Janet said looking around. "Bear? That's it I want my stores and shoes and television."

Naruto chuckled. "Come on. Where's your sense of adventure?"

"Back home in a nice warm bed reading a trashy romance novel." Janet said.

"You know you could become the size of a bear." Naruto said.

"Or I could end up the size of an ant. I barely have control to keep me my current size." Janet said. "Add in that my clothes wouldn't survive the growth and I'd be running around naked."

She saw the look on Naruto's face and huffed crossing her arms. "Men."

XX

(Ororo & Paige)

"That didn't sound like thunder." Paige said.

She watched as Ororo closed her eyes. "Its not weather related." Ororo said opening her eyes after concentrating. "We should keep moving. Maybe once we get to the river we'll find the others."

"I hope so." Paige said. "Starting to get hungry."

Ororo's stomach grumbled and she shared a look with Paige and they both laughed.

XX

(Nathan & Morph)

The gray colored squirrel leapt to another tree while below Nate stomped along. _:::What do you think that explosion was?:::_ Nate thought to the squirrel using his telepathy.

_:::Maybe it was aliens! With big eyes and ray guns!:::_ came Morph's energetic response.

Nate rolled his eyes. _:::There is no such things as aliens. At least we have confirmation that we're headed the right way.:::_

Morph the squirrel landed and turned into the other boy. "Why do you say that?"

"Because there's a fight and one of the adults is involved. I'd say Summers as Mr. McCoy's abilities lean towards the more physical."

Morph thought about it. "It could be Ms. Domino. We don't know what she had in her carryall."

Nate thought about it and had to admit the younger mutant had a point.

"I could go scout ahead." Morph offered.

"No we'll stay together. For all we know it might be a test." Nate said. Morph saluted and turned into a gray monkey and climbed the nearest tree.

Nate followed on foot using his limited telepathy to speak with the gray monkey as it leapt from tree to tree, the whole time mentally chattering away and making Nate regret the mental connection.

XX

(Scott & Alison)

The pair ran as they were close if the sound of the explosion was any clue. Scott running ahead adjusting his glasses worried they might bounce off and atomize a tree.

Alison followed keeping her thoughts to herself and ignoring the stitch in her side. They broke through the last of the dense foliage to find the camp in shambles.

Scorch marks covered every surface, the tents were shredded and burnt.

"Looks like a war." Alison said.

"Stay back!" Scott ordered. "We don't know what did this."

They searched the remains of the camp, not finding any of the adults. Alison was by the destroyed coolers. "The foods ruined." She said standing from her crouched position.

Scott found the radio was wrecked as well. "Wonder if the van is alright." They had parked and walked up the trail to this site.

"Doesn't matter as Domino had the keys." Alison said. "All our bags are missing." She said. Getting no response she turned to see Scott standing by a tree. She walked up to see him standing staring at some mark.

"Scott? What…"

"We need to leave. We need to leave right now!" he turned and they heard a growl.

"RUN!" Scott yelled and lifted his shades to fire his optic blasts into the nearby bush setting it ablaze.

Alison was going to ask again when a large shadow exploded out of the bush.

"RUN!" Scott yelled again and blasted the figure with his optic blasts and Alison could hear the fear in his voice.

XX

(Wilderness)

The remaining teams saw the red flash of optic beams rocket into the sky. Naruto looked at Janet and took to leaping from tree to tree.

With Ororo and Paige the white haired teen saw the beam in the sky and urged the other girl to move.

Nate swore as Morph as a gray colored hawk took to the air and raced off.

They all reached the remains of the camp as the sun was setting. Naruto was looking around and stopped seeing the shattered remains of the ruby quartz glasses.

"Naruto?" Ororo asked.

"This isn't good." He said. "Whatever was here took out the adults and then Scott and Alison."

"Dudes, look at this." Morph called out.

The shape shifter pointed to prints in the remains of a tent.

"Some kind of animal?" Janet suggested.

"Grab what can be salvaged. We're too exposed here." Naruto said after seeing the print and claw marks on the trees and the destroyed gear.

"Who put you in charge?" Nate demanded.

"We don't have time for a pissing contest. The adults are missing as are Scott and Alison. We need to get somewhere secure and come up with a plan." Naruto said.

"Naruto, our bags are gone." Ororo said from the remains of the tents.

"And the foods destroyed." Paige said.

"What about the car?" Janet asked.

"That's further down and Domino had the keys." Ororo said.

"We could hotwire it." Nate suggested.

"And you know how?" Naruto asked.

"No." Nate admitted.

"So what's the plan?" Paige asked as she salvaged the useable food.

"We'll head to the mountain. Use the cliff to guard our backs."

"And then what?" Nate demanded.

"We try and catch whatever's hunting us. And then we make it or them hurt." Naruto said.

XX

(Cabin in the woods) (no not the movie)

Domino groaned as she came to. Her head and body ached and she managed to get her eyes to focus in the dim lighting given off by the kerosene lamp on the nearby wood table.

She tried to move but her arms were bound tightly as were her legs. She spotted Alex and he was still out, bloody gashes could be seen on his chest.

"Alex." She hissed. "Summers, wake up." She tried in a harsh whisper.

The door opened and Domino could see the sun had set before a large figure entered the cabin dragging something behind it.

Domino looked on and realized it was two of the students. _Crap. Some security I am._ She thought.

The creature dragging them gave a heave and they landed next to Alex and the creature gave a growl.

It was huge and Domino saw it was covered with fur and stood nearly nine feet tall. She saw it had bone spikes on its forearms and fangs peeking out of its mouth.

As if it sensed her looking it turned and gave a loud roar.

"My, you are a big one." She said before it reached out and dragged her to her feet.

XX

(mountain)

"You know this reminds me of that book you were reading." Ororo said to Naruto.

"Which one?"

"The one with those dwarves and halflings. You know where they're atop a small mountain with those cloaked things."

"Lord of the Rings?" Naruto asked and Ororo rolled her eyes. "Whatever it was you were reading to me that time I was sick."

"Fellowship of the Ring." Naruto looked around and had to admit. "So this is Weathertop. Does that make you Frodo?"

Ororo smacked his arm. "Does that mean no fire?" she asked instead.

"And let everyone know where we are? No fire. We have water from the stream and the food left can be eaten cold."

She saw him looking out over the wilderness. "What do you think is out there?"

"Whatever it is, its going to learn not to mess with us." Naruto said.

Nearby Nate snorted as he heard Naruto's statement. He looked to Morph who was currently a gray timber wolf curled up between Janet and Paige. _Lucky kid. If I tried that they would pummel me into the ground._ Shaking himself mentally he looked at the moon. _Isn't it enough humans hate us, now out here in the Canadian wilderness there is something that beat the older more experienced mutants and the blond idiot thinks we'll stand a chance._ Nate shook his head wondering if it was too late to return to the orphanage.

Back with Ororo and Naruto the two had been talking low about plans. "Whatever it was that trashed the camp was big. We get Janet to increase her size and smack it while you hit it with lightening. See if Paige can slip into a useful skin."

"While Morph waits in reserve and Nate tries to lift whatever it is with his telekinesis." Ororo suggested. She looked at her friend. "What are you going to do?"

"Be the bait and try and piss it off enough to keep it off balance from going after the rest of you."

"Do you have any of you ninja tools?" Ororo asked.

"Only six kunai. Domino removed my shuriken pack when she knocked us out." Naruto admitted. "I'll be fine." He told her seeing her worried look.

"Tree climbing and water walking aren't really offensive." She said.

"I've got my gifts." Naruto said.

"In minor uses. And you've not really used…" Ororo was saying until Naruto cut her off.

"I'll be fine 'Ro." He said and patted her arm. "Now get some sleep. Tomorrow's problems will come fast enough."

Ororo Munroe watched as her friend climbed up to a position where she knew he would keep watch.

_Naruto…what would we do without you?_ She thought.

Not to far away in the shadows of some trees a pair of eyes reflected the moonlight, a low growl disturbed some small creatures into flight out of fear.

XX

AN: Sorry about the delay. Its been hard writing with several new games, movies and books. I've loaded NILF, NILF Marvel, The Fox & Succubi & Blonds onto yourfanfiction dot com under my name.

**As for Second Class the class encounter the strange beast and we see the Hellions on vacation. The Suicide Squad and Reavers might be seen.**


	9. Chapter 9

**Disclaimer: Since someone bitched I didn't have a disclaimer in every chapter here it is. I don't own nor am I making money from this. Don't like it shove it.**

Chapter 9

Wilderness

A new day dawned and the students of the Xavier Institute looked out over the wilderness.

"Can we make a fire now?" Morph whined.

Naruto sighed. "Fine, a small one. And make sure…"

He frowned as the blaze started up and smoke billowed up. "Not to let it smoke too much." He muttered the last as he saw Morph feed leaves into the fire while Nate passed him some of the meat they salvaged.

Paige and Janet were using water that Naruto had brought over from the nearby river to wash up. Ororo was atop the boulder formation Naruto had used to look over the wilderness.

"Hey 'Ro if you're going to jump let us know so I can be down there to catch you."

She looked down at Naruto and smiled. "I do not have the urge to leap from high places. That right is reserved for you and Banshee."

Naruto chuckled. "I did it only once." He said. "No one lets you live it down."

Ororo climbed down from the perch. "I think the Professor still has pictures."

Naruto grumbled.

"Dude, when did you do that?" Morph asked.

Naruto shook his head. "A couple of years ago."

"It must have been something to see if they still bring it up." Paige said returning from washing up.

"Oh it was. Naruto here…" Ororo was saying but the whisker marked blond cut her off with "Stories can wait for later. We need to get a plan in motion."

XX

Underground Facility

"Sir!"

Colonel Mustang looked over at the approaching soldier.

"What is it?"

"The men are wondering about the enhancements."

"I underwent the same procedures. I want them to be ready for the job."

"But sir…the risks!"

Mustang growled and grabbed the man by his throat. "Listen to me you little piss ant. They are my men and they are aware of the risks. Now go back to your cubicle and jerk off to that magazine you hide in the top left drawer."

Mustang watched the man scamper off and turned back to the wall monitors showing the members of the Suicide Squad. _Once my Reavers are ready we'll be working with you next. This operation will work._ He thought as he tightened his hand, the sound of knuckles cracking filled the room.

XX

Wilderness

_:::This is a bad idea.:::_ Nate sent. He had created a link with the others and while it was a strain he had agreed to try.

_:::If you have a better idea you should have said so.:::_ Naruto's mental voice came back.

It was nearing late afternoon and there was no sign of what had attacked the camp and taken the adults or Scott or Alison.

_:::Naruto, perhaps we should head back to camp and come up with something else.:::_ Ororo suggested.

_:::Dudes there's something coming from the west. The other animals have gone quiet.:::_ Morph's voice broke in. The younger mutant was in the air as a albino hawk.

_:::Everyone, this is it.:::_ Naruto sent and he watched the direction Morph indicated.

It was several minutes before they heard the growl and the snapping of branches.

Naruto turned as the thing leapt out of the woods. "You take ugly to a whole new level." Naruto said before just managing to dodge out of the way of a swipe that left deep gouges in the tree where he'd been standing before.

He was shocked at how quick the thing moved as it was already turned towards him.

_This might have been a bad idea._ The blond thought as he was forced to concentrate on dodging.

The creature was huge. Naruto ducked another swipe that obliterated the tree behind him.

"Fuck this!" He said aloud. "HIT IT NOW!" he shouted as he leapt to the side.

The sky overhead darkened and thunder rolled before lightening started flashing. Ororo standing atop a rock formation raised her arms as her eyes bled to totally white as she concentrated. A tornado formed and spun towards the monster and it struggled in the mini tornado and with a roar broke it and Ororo went to a knee at the backlash.

"NATE!" Naruto yelled.

"I'm…TRYING!" the telekinetic yelled and for a moment the creature was stopped but then it roared and shrugged off the invisible hold.

Nate staggered trying to recover when the monster was on him and sent him flying with a backhand.

Above Morph in his bird form screeched and dove, halfway there he shifted and instead of a bird of prey a white elephant landed on the attacking creature. Morph gave a trumpet of triumph and transformed back to himself.

"Oh yeah!" he cheered. "I kicked its ass!" he started doing a dance not hearing the low growl as the creature rose to its feet.

"MORPH!" Naruto yelled, cursing that the plan hadn't been followed. Janet and Paige threw rocks at it trying to get it away from the young shape shifter.

Just as the creature was about to strike a blue shape gave a roar and Hank slammed into the creature.

Beast versus beast and as the two circled around, the creature roared and was going to lunge when the sound of singing filled the air. The creature cocked its head to the side and took off, not sparing the group of teens or Beast a second glance.

"Are you all okay?" Hank asked. Janet and Paige went to help Morph who while he hadn't been hit was now curled up shivering. Naruto looked at Ororo who nodded she was okay as he went to check on Nate.

"Agh!" the other teen hissed.

Hank came over and was checking on him. "A couple of cracked ribs. I'll need to wrap them."

"Its fine." Nate hissed. "We didn't even affect it. What the hell was that thing? Another mutant?"

"It could be." Hank said pulling his pack off his back.

"Its strong. 'Ro hit it with a tornado and it shrugged it off as a breeze." Naruto said. "And it was wickedly quick. I barely was able to stay ahead of it."

"My TK held it for about thirty seconds." Nate admitted.

Paige and Janet had Morph and looked at the elder mutant. "We couldn't really do much."

"You all did fine. Now we need to get the others back." Hank said.

"Yeah, but from where?" Naruto asked. "That thing is who knows where and it took out Domino and Alex as well as Scott and Alison then dragged them off to its lair."

Beast smirked as he continued to wrap Nathan's ribs. "Ororo, be a dear and pull out the device in the right side pocket." She did and turned it on and found it had an aerial view.

"Domino had me release those too keep an eye on you all after we spread you out." Beast said as he finished wrapping and turned to take it from her. "I set them to record so we could review your progress back at the Institute." He touched several buttons and smiled. "Forge really outdid himself with these."

After several moments he paused the footage. "It seems our furry adversary has its lair in a shack north of here." He turned so the others could see the paused image of the creature dragging Scott and Alison.

"What do we do?" Naruto asked the blue furred mutant.

XX

Paris

Emma sipped her champagne as she watched her Hellions relaxing around the hotels pool.

"Ms. Frost."

The blond turned and saw her assistant. "Yes Tessa?"

"I just got this report. The young mutant you were thinking of adding committed suicide. The autopsy says he took his life after his ability killed nearly all of his classmates."

Emma sighed. "It looks like we won't be going to Japan then. Ah well, there are other students out there. Now tell me about the young woman in Scotland."

Tessa pulled out the file and presented it to her boss. "Autumn Rolfson. Originally from somewhere in Europe, her files are sketchy. Her power is rather gruesome."

Emma raised an eyebrow. "She can disintegrate organic matter? A walking famine."

Tessa nodded. "Yes ma'am."

Emma closed the file. "Very well. Inform the students we'll stay an extra couple of days, then we'll see to gathering Ms. Rolfson."

Tessa made a note and nodded to carry out her duties. Emma put her glass down and frowned. _I had such plans for him._ Emma mentally made a list of others who she could use for when she took down Xavier's and showed Magneto why she was the White Queen.

XX

**AN: Sorry for the long delay. Real life and health issues were kicking my ass, left right and center. For those that don't know I write my stories out first in a notebook then type it up and post. What I work on is up to the voices in my head and sometimes my girlfriend. For those that gave up because the chapters aren't long enough or I've changed known characters and left insulting and rude comments…but amazingly no names or ways to reply. So here it is…don't like it, there's a back button. Spew your vile elsewhere. **

**I've got a story called Serenity Effect that I have been plugging away on. TTFN = ESM**


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